HomeMy WebLinkAboutContract 42807-CA1D224155978 09/03/2024 08:26 AM Page: 1 of 71 Fee: $300.00 Submitter: Baker Firm PLLC - Fort Worth TX
Electronically Recorded by Tarrant County Clerk in Official Public Records
MARY LOUISE NICHOLSON
COUNTYCLERK 4� U
CSC No. 42807-CAI
CONSENT TO ASSIGNMENT
CITY SECRETARY CONTRACT NO. 42807
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
FORT WORTH SPINKS AIRPORT
LEASE SITE NW3
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
42807, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City
Manager; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized President; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHAN M. WENRICH, who is the duly authorized President of FWS
HANGAR LLC AND FWS FBO LLC, a Delaware limited liability company.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about January 19, 2012, through Mayor and Council Communication (M&C) G-25389,
Lessor and Lessee entered into City Secretary Contract ("CSC") No. 42807 ("Lease"), a
thirty-year ground lease agreement for 17,600 square feet of ground space located at 13309
Wing Way, Fort Worth, Texas 76028 known as Lease Site NW3 ("Leased Premises"), at
Fort Worth Spinks Airport ("Airport").
B. The Lease required Mandatory Improvements of a 14,000 square foot hangar and offices.
C. The Lessor and Lessee entered into CSC 42803, a Construction Loan Agreement, to facilitate
the Mandatory Improvements and promote development at Spinks Airport.
D. The Lease provided Lessee with a Right of First Refusal for 31,327 square feet of unimproved
ground space known as ROFR Tract.
E. The lease term of the Lease, to include the ROFR Tract, expires on September 1, 2041 with
two (2) options to renew for five (5) years each.
F. On July 27, 2012, Lessor and Lessee entered into CSC 42807 A-1, Amendment No. 1 to
the Lease to expand the ground space from 17,600 square feet to 18,700 square feet due to
a grade change in elevation on the northern boundary of the Leased Premises to provide
Consent to Assigranent of CSC No 42807
by Harrison Realty Investments, LLC
to FWS Hangar, LLC and FWS FBO, LLC
Page 1 o f 9 OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CONSENT TO ASSIGNMENT
CITY SECRETARY CONTRACT NO. 42807
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
FORT WORTH SPINKS AIRPORT
LEASE SITE NW3
This CONSENT TO ASSIGNMENT OF CITY SECRETARY CONTRACT NO.
42807, ("Consent") is made and entered into by and between the CITY OF FORT WORTH,
TEXAS ("Lessor"), a Texas home rule municipal corporation organized under the laws of the
State of Texas, acting by and through Valerie Washington, its duly authorized Assistant City
Manager; FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC a Texas limited liability
company, acting by and through JOHN COCKERHAM, its duly authorized President; and FWS
HANGAR LLC AND FWS FBO LLC ("Assignee"), a Delaware limited liability company,
acting by and through JONATHAN M. WENRICH, who is the duly authorized President of FWS
HANGAR LLC AND FWS FBO LLC, a Delaware limited liability company.
RECITALS:
The following introductory provisions are true and correct and form the basis of this
Consent:
A. On or about January 19, 2012, through Mayor and Council Communication (M&C) G-25389,
Lessor and Lessee entered into City Secretary Contract ("CSC") No. 42807 ("Lease"), a
thirty-year ground lease agreement for 17,600 square feet of ground space located at 13309
Wing Way, Fort Worth, Texas 76028 known as Lease Site NW3 ("Leased Premises"), at
Fort Worth Spinks Airport ("Airport").
B. The Lease required Mandatory Improvements of a 14,000 square foot hangar and offices.
C. The Lessor and Lessee entered into CSC 42803, a Construction Loan Agreement, to facilitate
the Mandatory Improvements and promote development at Spinks Airport.
D. The Lease provided Lessee with a Right of First Refusal for 31,327 square feet of unimproved
ground space known as ROFR Tract.
E. The lease term of the Lease, to include the ROFR Tract, expires on September 1, 2041 with
two (2) options to renew for five (5) years each.
F. On July 27, 2012, Lessor and Lessee entered into CSC 42807 A-1, Amendment No. 1 to
the Lease to expand the ground space from 17,600 square feet to 18,700 square feet due to
a grade change in elevation on the northern boundary of the Leased Premises to provide
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 1 of 9
adequate space for placement of the hangar building.
G. On November 15, 2012, Lessor and Lessee entered into CSC 42807 A-2, Amendment No.
2 to the Lease to expand the ground space to include 797 square feet, ("Tract 2"), which
increased the Leased Premises from 18,700 square feet to 19,497 square feet to provide
adequate space to extend water and sewer lines. Lessee also agreed to convey surface
rights to a portion of Tract 2 that crosses over an access road to the Air Traffic Control
Tower ("ATCT") and not to restrict vehicle or pedestrian ingress and egress.
H. Prior to any assignment of the Lease to Assignee, Lessor and Lessee have agreed enter into
Amendment No. 3 to CSC 42807 to define the type or types of improvements in Section
14.6 "Lessor's Financial Obligations to Lessee upon Termination, Breach or Default" and
Exhibit B-1 ROFR TRACT — Right of First Refusal.
Lessee now wishes to assign all of Lessee's remaining right, title and interest in the Leased Premises
and Lease to Assignee; Assignee wishes to accept such assignment; and Lessor is willing to consent
to such assignment, all on the terms and conditions set forth in this Consent.
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 2 of 9
AGREEMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, Lessor, Lessee, and Assignee agree as follows:
1. The Lessee acknowledges that any assignment of this lease agreement shall be subject to
the following condition precedent: The Lessee shall have satisfied the entire outstanding balance
of the construction loan in full and undertakes to furnish the Lessor with all requisite
documentation and assurances pertaining to the punctual settlement of all outstanding liabilities
delineated within the construction loan agreement. Failure to meet this condition shall render any
proposed assignment null and void unless otherwise agreed upon in writing by Lessor.
2. Lessor hereby consents to an assignment by Lessee to Assignee of all of title and interest
in the Leased Premises granted to Lessee by the Lease (the "Assignment"), effective as of the
date that Lessor, Lessee and Assignee have executed this Consent ("Effective Date"). The Lease
is incorporated herein by reference for all purposes. The Assignment, dated as of the Effective
Date, is a public document on file in Lessor's City Secretary's Office and Aviation Department
and is incorporated herein by reference for all purposes.
3. Lessor does not adopt, ratify or approve any of the particular provisions of the Assignment
and does not grant any remaining right, privilege or use to Assignee which is different from or
more extensive than any right, privilege or use granted to Lessee by the Lease. In the event of any
conflict between the Lease and the Assignment, the Lease shall control. In the event of any conflict
between this Consent and the Assignment, this Consent shall control.
4. Lessor consents to the Assignment expressly upon the promise and covenant by Assignee,
and Assignee hereby promises and covenants to Lessor, that as of the Effective Date Assignee will
faithfully perform, as an independent contractor, all duties and obligations of Lessee set forth in
the Lease. Lessor acknowledges Lessee has no duties and obligations under the Lease after the
Effective Date.
5. Lessee understands and agrees that Lessee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee was required by the Lease to undertake or perform prior to the
Effective Date and (ii) any damages (subject to the terms of the Lease), including, but not limited
to, property loss, property damage and/or personal injury of any kind, including death, to the extent
caused by Lessee, its officers, agents, servants, employees or subcontractors prior to the Effective
Date.
6. Assignee understands and agrees that Assignee will be liable to Lessor for (i) any duty or
obligation of Lessee that Lessee is required by the Lease to undertake or perform on or after the
Effective Date and (ii) for any damages (subject to the terms of the Lease), including, but not
limited to, property loss, property damage and/or personal injury of any kind, including death, to
the extent caused by Assignee, its officers, agents, servants, employees or subcontractors on or
after the Effective Date.
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 3 of 9
7. The person signing this Consent hereby warrants that he/she has the legal authority to
execute this Consent on behalf of the respective party, and that such binding authority has been
granted by proper order, resolution, ordinance or other authorization of the entity. The other party
is fully entitled to rely on this warranty and representation in entering into this Consent.
8. This Consent may be executed in any number of counterparts, all of which shall constitute
the same instrument.
9. All terms in this Consent that are capitalized but not defined shall have the meanings
assigned to them in the Lease.
[SIGNATURES APPEAR ON THE FOLLOWING PAGES]
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 4 of 9
IN WITNESS WHEREOF, �hVarties hereto have executed this Agreement in multiples on
this the lay of , 2024.
CITY OF FORT WORTH:
By:_�g"j
Valerie Washington
Assistant City Manager
Date: lot'-i l
M&C: 24-0669
M&C Approved: 08.13.2024
Form 1295: 2024-1192119
2023-1080419
STATE OF TEXAS COUNTY
OF TARRANT
APPROVED AS TO FORM AND LEGALITY:
By:
Jeremy Anato-Mensah, Assistant City Attorney
vain
A01 FORT46
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a:o �v
ATTEST:
By: °°nn peza544"
Jannette S. Goodall, City Secretary
KG
KC
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
GIV WfUlINp R MY HAND AND SEAL OF OFFICE this day
2024.
r ,.• BY v�
o� s
Notary Public in and for the tate f Texas
co
9�FOF'T
° 114I�t�'TURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 5 of 9
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and
administration of this contract, including ensuring all performance and reporting
requirements.
8ati6a.��eec%usi�
Barbara Goodwin
Real Property Manager
DIRECTOR APkROYAL:
AvItiori Svitemd Director
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 6 of 9
LESSEE:
FWS REALTY, LTD., acting through its General Partner, HARRISON REALTY
INVESTMENTS, LLC
John Co erham
President
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared JOHN COCKERHAM known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FWS
REALTY, LTD., acting through its General Partner, HARRISON REALTY INVESTMENTS,
LLC , and that he executed the same as the Manager of FWS REALTY, LTD., acting through its
General Partner, HARRISON REALTY INVESTMENTS, LLC, for the purposes and
consideration therein expressed and in the capacity therein stated.
G VEN UNDER MY HAND AND SEAL OF OFFICE this day
IIAJ t t-' 2024.
4z-
LINDSAY EVANS
Notary Public in and for the State of Texas
:Notary Public, State of Texas
Comm. Expires
Og.16-2028
%",'1 �ort'�'`}.° Notary ID 10607384 l'
,11114\\\
[SIGNATURES CONTINUE ON THE FOLLOWING PAGE]
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 7 of 9
ASSIGNEE:
FWS HANGAR, LLC, Q C-H% -4 r ouch
By:
than M. Wenrich
President
Date: -Okl L.t 2-'1-
STATE OF REXAS §
COUNTY OF TW X-a v�,5t §
45 Moolne r, F-60 C0,0-li Grmv "gV1c(rnen+
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared JONATHAN M. WENRICH known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of FWS HAIGAR, LLCtand that he executed the same as the Manager of FWS
HANGAR, LL or the purposes and consideration therein expressed and in the capacity
therein stated.
GIVjEN UNDER MY HAND AND SEAL OF OFFICE this Z2�day
, 2024. /1
-1°:`'1!�-'yN,; LINDSAY EVANS
_<+cNotary Public, State of Texas
Comm. Expires 08-16 2028
5� Notary ID 10607364
aC,-h n 'nr ok" jV\ its N�oU mer,
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 8 of 9
Notary Public in and for the State of Texas
�p,�p C�.� ifi�1 Group N� can ac�em.eh.-4-
LUC
ASSIGNEE:
FWS FBO, LLC/Gtehnc� i-hro%Ayh (kS Malncto e.r, FWo Ma.vArnr�emeln'r((�,
By:
onathan M. Wenrich /
President I
Date: �`
STATE OF [TEXAS
COUNTY OF --IC�-�rCl.�
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this
day personally appeared JONATHAN M. WENRICH known to me to be the person whose
name is subscribed to the foregoing instrument, and acknowledged to me that the same was the
act of FWS FBO, LLCfand that he executed the same as the Manager of FWS FBO, LLC,`
for the purposes and consideration therein expressed and in the capacity therein stated.
VEN UNDER MY HAND AND SEAL OF OFFICE this �� day
2024.
VANS
� �NpSAYSteto of vexa$
public- �202g Notary Public in and for the State of Texas
�NotarY Expires 1060S.A
,.-- comm.�ry 10 1p60136
-�K OiC,On � -finruAOh ikS Manatr, F60 NkI GrbLje Mck Ao, ernev,+ LlC
5
Consent to Assignment of CSC No. 42807
by Harrison Realty Investments, LLC
to: FWS Hangar, LLC and FWS FBO, LLC
Page 9 of 9
M&C Review Page 1 of 3
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FoRi�
Create New From This M&C
REFERENCE **M&C 24- 55FWS CONSENT TO
DATE: 8/13/2024 NO.: 0669 LOG NAME: ASSIGN BY FWS REALTY TO
FWS FBO, LSE STE NW3
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of Amendment No. 3 to City Secretary Contract No. 42807, a
Ground Lease Agreement Known as Lease Site NW3 with FWS Realty, LTD at Fort Worth
Spinks Airport, a Consent to Assignment by FWS Realty, LTD to FWS Hangar LLC and
FWS FBO LLC, and a Consent to Leasehold Deed of Trust with FWS Hangar LLC and
FWS FBO LLC and Signature Bank to Facilitate the Purchase of the Leasehold Interest in
NW3
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 3 to City Secretary Contract No. 42807, a ground
lease agreement known as Lease Site NW3 with FWS Realty, LTD at Fort Worth Spinks
Airport;
2. Authorize execution of a consent to assignment of a ground lease agreement for Lease Site
NW3 by FWS Realty, LTD to FWS Hangar LLC and FWS FBO, LLC; and
3. Authorize execution of a consent to leasehold deed of trust with FWS Hangar LLC and FWS
FBO LLC and Signature Bank for a ground lease agreement for Lease Site NW3, to facilitate
the purchase of the leasehold interest.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that the City Council
authorize the following actions:
1. Execute Amendment No. 3 to City Secretary Contract (CSC) No. 42807, a ground lease
agreement known as Lease Site NW3, with FWS Realty LTD, a limited liability partnership,
acting through its General Partner, Harrison Realty Investments, LLC (FWS Realty) at Fort
Worth Spinks Airport.
2. Execute a consent to assignment for CSC No. 42807 from FWS Realty to FWS Hangar LLC
(FWS Hangar) and FWS FBO LLC (FWS FBO).
3. Execute a consent to leasehold deed of trust with FWS Hangar LLC, FWS FBO LLC
(collectively, Assignees), and Signature Bank to facilitate the purchase of the leasehold
interest in Lease Site NW3.
On January 10, 2012, through M&C C-25389, City Council authorized the City of Fort Worth (City) to
execute a ground lease agreement for Lease Site NW3 located at Fort Worth Spinks Airport (Airport)
(Agreement) under CSC No. 42807 with FWS Realty. The leased premises consist of 17,600 square
feet of ground space. In addition, the Agreement includes a Right of First Refusal (ROFR Tract) for
31,327 square feet of unimproved ground space. The initial term of the Agreement commenced on
January 19, 2012 and expires at 11:59 PM on September 30, 2041, with two (2) options to renew for
five (5) years each. On July 24, 2012, through M&C C-25757, City Council authorized the City to enter
into CSC 42807 A-1, Amendment No. 1 to expand the ground space from 17,600 square feet to
18,700 square feet to support development. On October 23, 2012, through M&C C-25941, City
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32375&councildate=8/13/2024 8/12/2024
M&C Review
Page 2 of 3
Council authorized the City to enter into CSC 42807 A-2, Amendment No. 2, to expand the ground
space to include 797 square feet (Tract 2), which increased the Leased Premises from 18,700 square
feet to 19,497 square feet to provide adequate space to extend water and sewer lines. Lessee also
agreed to convey surface rights to a portion of Tract 2 that crosses over an access road to the Air
Traffic Control Tower (ATCT) and not to restrict vehicle or pedestrian ingress and egress.
The City and FWS Realty wish to amend Section 14.7 (Lessor's Financial Obligations to Lessee upon
Termination, Breach or Default) to better define the types of improvements that qualify as capital costs
due to the possible financial obligation of the City to compensate FWS Realty for financial investments
in discretionary improvements if the Agreement is terminated, of which the fair market value as of the
date of termination will be determined by a third -party appraiser. These obligations are contingent
upon City Council approving such action and appropriating funds. They seek to also amend Exhibit B,
the ROFR Tract, to expand the ground space to Tract 1, 40,950 square feet of unimproved ground
space and Tract 2, 51,405 square feet of ground space. If exercised in accordance with the
Agreement, ROFR Tract 1 and ROFR Tract 2 developments will be in compliance with the Aviation
Leasing Policy, Aviation Development Guide and Minimum Standards, all to be agreed upon by the
parties, and subject to City Council approval.
On September 19, 2023, staff received a request from FWS Realty to consent to an assignment of the
Agreement to Assignees. Upon City Council approval, Assignees will assume the leasehold interest
and obligations under the Agreement. The Agreement prohibits any assignment of the Agreement or
causing any lien to be made on improvements constructed on the leased premises without City
Council approval. These types of transactions are routine for airport tenants and staff has no objection
to this request.
Under the current Agreement, FWS Realty remits to the City $6,967.62 annually, paid in monthly
installments of $580.64. Rates are in accordance with the Aviation Department's current Schedule of
Rates and Charges. Rental rates shall be subject to an increase on October 1 st of any given year
based on the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth
Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of
Rates and Charges.
The Consent to Leasehold Deed of Trust will grant Assignees' lender, Signature Bank, the right to
operate as Lessee or secure another tenant, subject to the previous lien, if Assignees defaults on the
loan or the Agreement with the City of Fort Worth, provided City Council has approved the
replacement tenant. The lease agreement prohibits Assignees from assigning the lease or causing a
lien to be made on improvements constructed on the leased premises without City Council approval.
This type of transaction is routine for airport tenants and staff has no objection to Assignees' request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project
ID I I ID
FROM
Fund Department Account Project
ID I ID
Submitted for Citv Manager's Office bv:
Originatinq Department Head:
Program I Activity Budget Reference # Amount
Year (Chartfield 2)
Program Activity Budget Reference # Amount
Year (Chartfield 2)
Valerie Washington (6199)
Roger Venables (5402)
littp:Happs.cfwnet.org/council_packet/mc_review.asp?ID=32375&councildate=8/13/2024 8/12/2024
M&C Review Page 3 of 3
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
1295 v2 Signature Bank. pdf (CFW Internal)
2024-Form 1295 FWS Realtv.pdf (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101114740 - iw siqned 10-25-23.pdf (CFW Internal)
Location Map NW3.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32375&councildate=8/13/2024 8/12/2024
ASSIGNMENT AND ASSUMPTION OF GROUND LEASES
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASES (this "Assianment") is
executed and delivered as of the Q-71ay of k(,( tX154 2024 (the "Effective Date"), by FWS
REALTY, LTD., a Texas limited partnership ("Assianor, to and in favor of FWS FBO LLC, a Delaware
limited liability company, and FWS HANGAR LLC, a Delaware limited liability company (collectively,
the "Assignee").
WITNESSETH:
WHEREAS, Assignor is the owner of those certain ground leasehold estates, as amended, set forth
on Schedule 1, attached hereto (the "Ground Leases"), copies of which Ground Leases are attached hereto
as Schedule 2, by and between the City of Fort Worth, as "Lessor" (the "C" ), and Assignor, as the current
"Lessee"; and
WHEREAS, Assignor desires to sell, assign, and convey to Assignee, and Assignee desires to
accept all of Assignor's right, title and interest in the ground leasehold estate created by the Ground Leases.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated herein. All
capitalized terms used but not otherwise defined herein shall have their respective meanings given to them
in the Ground Leases.
2. Assianment, Assumption, and Release. Assignor hereby SELLS, TRANSFERS,
ASSIGNS and CONVEYS unto Assignee, and Assignee hereby (i) accepts all of Assignor's right, title, and
interest in, to, or created by the Ground Leases and (ii) assumes all of Assignor's duties, covenants, and
obligations under the Ground Leases to be performed by the lessee thereunder to the extent first arising or
accruing on or after the Effective Date, TO HAVE AND TO HOLD Assignor's interest in the Ground
Leases, together with all of Assignor's right, title, and interest in and to the rights and appurtenances,
including improvements, structures, and fixtures located thereon or thereunto in anyway belonging, unto
Assignee and Assignee's successors and assigns forever.
3. Indemnification. Assignee shall hold harmless, indemnify, and defend Assignor and
Assignor's successors and assigns, as to any and all losses, costs, damages, expenses (including reasonable
attorneys' fees), claims and/or causes of action (collectively, "Losses") to the extent arising from or relating
to Assignee's performance or non-performance of the lessee's obligations pursuant to the Ground Leases
which first arise on or after the Effective Date of this Assignment. Assignor shall hold harmless, indemnify,
and defend Assignee and Assignee's successors and assigns, as to any and all Losses to the extent arising
from or relating to Assignor's performance or non-performance of the lessee's obligations pursuant to the
Ground Leases which first arose prior to the Effective Date of this Assignment.
4. Permitted Encumbrances. This Assignment is executed by Assignor and accepted by
Assignee subject to those recorded matters of public record, but only to the extent the same do in fact exist,
are applicable to the Leased Premises, and are not related to any financing or liens created by, under, or
through Assignor.
5. City Consent. The parties acknowledge that the City will provide a separate consent to the
assignment of the Ground Leases on a form provided by the City, which each party agrees to timely execute.
Schedule 1 to Assignment and Assumption of Ground Lease
6. Governina Law. This Assignment shall be governed by the internal laws of the State of
Texas, without regarding to any conflicts of law analysis.
7. Bindina Effect. This Assignment shall apply to and inure to the benefit of, and be binding
upon and enforceable against the parties hereto and their respective heirs, successors, administrators and
assigns, to the same extent as if they were original parties hereto.
8. Exhibits and Schedules. All exhibits and schedules referenced in this Assignment are
incorporated herein by reference.
9. Counterparts. This Assignment may be executed in any number of counterparts with the
same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce
one such counterpart.
[SIGNATURE AND NOTARY PAGES FOLLOW]
Schedule 1 to Assignment and Assumption of Ground Lease
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed
as of the day and year first above written.
ASSIGNOR:
FWS REALTY, LTD. AGi1
Geheral �av-kney,
wof i son Rco It j Avewnent5, Lac
By: .,, 4", •
Name. "John '-,Kerham
Its: r're.5 ideAt
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersi ned authority, a Notary Public in and for the State of Texas, on this day
personally appeared �O�(1 r% GbCAVh0Jr" , known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
-w— 'Cep—C 1Hz I Qk to and that he executed the same as the act of the Y- SM VJe 1 OW for
the purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this d—� - day
2024.
:u+n+LINDSAY EVANf
o`Y Pue��' Notary Public, State of Texas
sin,:,lw Comm. Expires 08-16-2028
Notary ID J0607364
Notary Public in and for the State of Texas
FWS QealLTA ., going -�"roh i Geh.eral Parser,
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Schedule I to Assignment and Assumption of Ground Lease
ASSIGNEE:
FWS HANGAR LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Ma ager
By: �--- /\
ame .Jonathan M. Wenri;j
Title: CEO
FWS FBO LLC,
a Delaware limited liability company
By: FBO Capital Group Management LLC,
its Manager
By:
By:
Jonathan M. Wenric��
Title: CEO
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day
personally appeared ,TonoA i%tAr% M . We-1,_ i�[ On , known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
�,ke v-z (oP (r)w and QM '--10W , that he executed the same as the act of
the X--�:fC b? I ob.1 and X* 19Ce V loW for the purposes and consideration therein
expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this rz_ day
At" .2024.
{- `\\wnt j, LINDSAY EVANS ///�\\ _Nry Public, State of Texas
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Comm. Expires OS-16-2028
Notary ID 10607364
w Notary Public in and for the State of Texas
Schedule 1 to Assignment and Assumption of Ground Lease
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Schedule 1
Ground Leases
• Tank Farm Lease and Public Fueling Agreement Fuel Farm, and Self -Serve Units —
City Secretary No. 59426 [05/18/2023];
• Terminal Ramp Improved Ground Lease Agreement —City Secretary Contract No.
58145, [09/29/2022];
• NWl Ground Lease Agreement —City Secretary Contract No. 47645, [12/08/2016];
o NW1 Lease Amendment No. 1 (to be signed but not dated by FTW — will be
dated at Closing)
• NW-3 Ground Lease Agreement — City Secretary Contract No. 42807, [01/19/20121;
o NW-3 Lease Amendment No. Ito CSC 42807 —City Secretary Contract No.
42807-A1, [07/26/2012];
o NW-3 Lease Amendment No. 2 to CSC 42807 — City Secretary Contract No.
42807-A2, [11/15/2012];
o NW-3 Lease Amendment No. 3 (to be signed but not dated by FTW — will be
dated at Closing)
• Terminal Building and W2 Ground Lease Agreement — City Secretary Contract No.
42806, [01/19/2012].
o TB and W2 Ground Lease Amendment No. 1 (to be signed but not dated by
FTW — will be dated at Closing)
Schedule 1 to Assignment and Assumption of Ground Lease
Schedule 2
Cony of Ground Leases
(By initialing below, Assignee ackn wledges receipt of Ground Leases)
_I r.
Schedule 2 to Assignment and Assumption of Ground Lease
CITY SECRETARY CONTRACT NO.
FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
LEASE SITE NW-3
This GROUND LEASE AGREEMENT WITH MANDATORY IMPROVEMENTS
("Lease") is made and entered into by and between the CITY OF FORT WORTH ("Lessor"),
a home rule municipal corporation organized under the laws of the State of Texas and acting by
and through Fernando Costa, its duly authorized Assistant City Manager, and FWS REALTY,
LTD. ("Lessee"), a limited liability partnership, acting by and through its General Partner,
Harrison Realty Investments, LLC, acting by and through its President, Haydn Cutler, Jr.
RECITALS
The following introductory provisions are true and correct and fonn the basis of this
Agreement:
WHEREAS, the number of aircraft based at Fort Worth Spinks Airport ("Spinks") has
increased approximately twenty-five percent over the last five years; and
WHEREAS, the number of transient aircraft at Spinks has increased approximately
thirty percent over the last five years; and
WHEREAS, these increases in aircraft result in an increased need for hangar space; and
WHEREAS, aircraft hangar development stimulates and benefits both the local economy
and the city in which it is located by increasing the demand for both services and products, both
aviation- and non -aviation related; and
WHEREAS, such increase in demand results in additional employment opportunities;
NOW, THEREFORE, in consideration of the mutual covenants, promises and
obligations contained herein, the parties agree as follows:
1. PROPERTY LEASED.
1.1 Leased Premises
Lessor hereby demises to Lessee, and Lessee hereby demises from Lessor, in
accordance with the terms and conditions contained herein, a tract of land
consisting of approximately 17,600 square feet known as Lease Site NW-3, at
Spinks Airport, as depicted on Exhibit "A" attached hereto (the "Premises").
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2. TERM OF LEASE.
2.1 Initial Term.
The "Initial Term" of this Lease shall commence at 12*01 a.m. on the date the
last of the parties hereto executes this Lease ("Effective Date") and shall expire
at 11:59 p.m, on September 1, 2041, unless terminated earlier as provided herein,
2.2 Renewals.
If Lessee performs and abides by all provisions and conditions of this Lease, upon
expiration of the Initial Term of this Lease, Lessee shall have two (2) options to
renew for five (5) years each (each a "Renewal Term"). In order to exercise an
option to renew, Lessee shall notify Lessor in writing of its desire to renew this
Lease no less than ninety (90) days and no more than one hundred eighty (180)
days prior to the expiration of the Initial Term or the first Renewal Term, as
applicable. Lessor shall provide notice to Lessee one hundred fifty (150) days
prior to the expiration of the term then in effect (the "Reminder Notice"). In the
event that the ninety (90) day deadline passes without Lessee exercising its
renewal option, then Lessor shall notify Lessee in writing via certified mail, return
receipt requested, of the passing of the ninety (90) day deadline (the "Second
Notice"), and Lessee shall have an opportunity to exercise such option within
thirty (30) days of the receipt of the Second Notice. Failure to timely exercise
such option(s) shall be deemed a waiver of such renewal right by Lessee.
2.3 Holdover,
If Lessee holds over after the expiration of the Initial Term or any Renewal Term,
this action will create a month -to -month tenancy, In this event, for and during the
holdover period, Lessee agrees to pay on a monthly basis 110% of the then
appraised rental rate for improved property for the Premises, as reasonably
determined by Lessor.
3. RENT.
3.1 Rates and Adjustments.
3.1.1 Rates
Lease Site NW-3
Commencing on the date the first certificate of occupancy is issued for a
hangar constructed on Lease Site NW-3 pursuant to Section 4,1 of this
Lease (the "Occupancy Date") and continuing through September 30,
2012, Lessee promises and agrees to pay Lessor, as annual rent for Lease
Site NW-3, the lesser of (i) $0.27 per square foot, for a total of $7,848,90,
payable in monthly installments of $654,08, or (ii) the rent amount per
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Fort Worth Spinks Airport
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square foot of the "Schedule of Rated and Charges" as promulgated by the
Lessor for Spinks,
ROFR Tract
Commencing on the date of the Execution of this Lease, Lessee shall pay a
Right of First Refusal ("ROFR") fee for the ROFR Tract (as hereinafter
defined) at an annual fee equal to one cent ($0,01) per square foot in
exchange for this ROFR, as detailed in Exhibits "B" and "B-1", attached
hereto,
3.1.2 Adjustments
On the first October 1, and on October 1st of each year thereafter during
both the Initial Tenn and any Renewal Term., Lessee's rental rate for the
Premises shall be subject to increase by Lessor to reflect the upward
percentage change, if any, in the Consumer Price Index for the Dallas/Fort
Worth Metropolitan Area, as announced by the United States Department
of Labor or successor agency (i) for the first increase, since the Effective
Date, and (ii) for each subsequent increase, since the effective date of the
last increase; provided, however, that Lessee's rental rate shall not (A) be
increased in any given year by more than ten percent (10%) over the rental
rate paid by Lessee during the immediately preceding twelve (12) months,
or (B) exceed the then -current rates prescribed by Lessor's published
Schedule of Rates and Charges for the type or types of property at Spinks
similar to the type or types of property that comprise the Premises, Should
Lessor, at some future date, classify property as "Improved" or
"Unimproved" for rental rate purposes, this lease shall be classified as
"Unimproved",
31, Pavment Dates and Late Fees.
Monthly rent pa}nnents are due on or before the first (l ") day of each
month. payments must be received during normal working hours by the
due date at the location for Lessor's Aviation Department set forth in
Section 15. Rent shall be considered past due if Lessor has not received
full payment on or before the tenth (10"') day of the month for which
payment is due. Without limiting Lessor's termination rights as provided
by this Lease, Lessor will assess a late penalty charge of ten percent (1011/0)
per month on the entire balance of any overdue rent.
4. CONSTRUCTION .AND IMPROVEMENTS.
4.1 Mandatory Improvements
Lessee covenants and agrees that it shall improve Lease Site NW-3 with a hangar
building containing at least 14,000 square feet (such improvements shall
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Page 3 of 23
hereinafter be referred to as the "Mandatory Improvements," and are described
in Exhibit "C" attached hereto and made a part of this Lease for all purposes).
Lessee shall begin construction of such Mandatory Improvements within six (6)
months following the later of (a) receipt of written FAA Airspace Study approval
on the design of same, (b) receipt of Lessor's approval of plans as set forth in
Section 43, and (c) issuance of a building permit, with the completion and
issuance of the Certificate of Occupancy to be no later than twelve (12) months
after construction commences. Lessee agrees to use its commercially reasonable
good faith and diligent efforts to obtain the items in clauses (a) — (c) of the
preceding sentence as soon as possible, Lessee shall fully comply with all
provisions of this Section 4 in the construction of such Mandatory Improvements.
Upon the first to occur of issuance of the Certificate of Occupancy or the
termination of this Lease, Lessor shall take full title to any Mandatory
Improvements on the Premises.
4.2 Discretionary Improvements.
Lessee may, at its sole discretion, perform modifications, renovations,
improvements or other construction work on the Premises. Any modifications,
renovations, improvements or other construction work on the Premises that do not
constitute Mandatory improvements shall be referred to hereafter as
"Discretionary Improvements," Lessee may not initiate any Discretionary
Improvement on or to the Premises unless it first submits all plans, specifications
and estimates for the costs of same to Lessor in writing, and also requests and
receives in writing approval from Lessor's Director of Airport Systems or
authorized representative ("Director"). Lessee covenants and agrees that it shall
fully comply with all provisions of this Section 4 in the construction of any such
Discretionary Improvements. Lessor shall promptly review, consider and make a
decision on approval of such plans, specifications and estimates. Upon
completion of any such Discretionary Improvements or the termination of this
Lease, whichever occurs first, Lessor shall take full title to any Discretionary
Improvements on the Premises,
4.3 Process for Avoroval of Plans.
Lessee's plans for construction of the Mandatory Improvements and any
Discretionary Improvements shall conform to Spinks' architectural standards and
must also be approved in writing by Lessor's Planning and Development
Department. All plans, specifications and work shall conform to all federal, state
and local laws, ordinances, rules and regulations in force at the time that the plans
are presented for review. Lessor covenants and agrees that Lessor shall handle
any and all such plans for construction and improvement in a manner consistent
with the provisions of Section 4.2 above.
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4.4. Documents.
Lessee shall supply the Director with comprehensive sets of documentation
relative to any Mandatory Improvements or Discretionary Improvements,
including, at a minimum, as -built drawings of each project. As -built drawings
shall be new drawings or redline changes to drawings previously provided to the
Director. Lessee shall supply the textual documentation in computer format as
requested by Lessor.
4.5 Bonds Required of Lessee.
Lessor and Lessee agree and understand that to the extent that the Mandatory or
Discretionary improvements shall be accomplished by Lessee with financing
provided by Lessor, no bonds shall be required of Lessee for such Mandatory
Improvements or Discretionary Improvements. Lessor and Lessee father agree
and understand that to the extent that the Mandatory Improvements shall be
accomplished by Lessee with the coopration and support of Lessor, no bonds shall
be required of Lessee for the Mandatory Improvements.
Prior to the commencement of any Discretionary Improvements that are not
financed by Lessor, Lessee shall deliver to Lessor a bond, executed by a corporate
surety in accordance with Texas Government Code, Chapter 2253, as amended, in
the full amount of each construction contract or project. The bonds shall
guarantee (i) satisfactory compliance by Lessee with all requirements, terms and
conditions of this Lease, including, but not limited to, the satisfactory completion
of the Discretionary Improvements, and (ii) full payments to all persons, firms,
corporations or other entities with whom Lessee has a direct relationship for the
performance of such Discretionary Improvements. In lieu of the required bond,
Lessee may provide Lessor with a cash deposit or an assignment of a certificate of
deposit in an amount equal to 100% of the full estimated amount of each such
construction contract or project. If Lessee makes a cash deposit, Lessee shall not
be entitled to any interest earned thereon. Certificates of deposit shall be from a
financial institution in the Dallas -Fort Worth Metropolitan Area which is insured
by the Federal Deposit Insurance Corporation and acceptable to Lessor. The
interest earned on the certificate of deposit shall be the property of Lessee and
Lessor shall have no rights in such interest. If Lessee fails to diligently pursue
construction of or complete such Discretionary Improvement within a reasonable
time after commencement of construction (subject to Section 27 below), or if
claims are filed by third parties on grounds relating to such Discretionary
Improvement, Lessor shall be entitled to draw down the full amount of Lessee's
cash deposit or certificate of deposit and, at Lessor's option, employ such funds to
cause completion of such Discretionary Improvement.
Subject to further written agreement between Lessor and Lessee with respect to
any Discretionary Improvement, Lessor and Lessee agree and understand that if
progress payments are made by Lessee to its contractors on a project or projects
for which a cash deposit or certificate of deposit is provided to Lessor, then and in
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Fort Worth 9piaks Airport
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that event, upon the presentation to Lessor of proof of such payment or payments
to such contractor, Lessee shall be entitled to reduce and draw down the amount
of its cash deposit and/or certificate of deposit in an amount equal to such
payment or payments.
4.6 Bonds Required of Lessee's Contractors.
Prior to the commencement of any Mandatory Improvement or Discretionary
Improvement, each of Lessee's contractors shall execute and deliver to Lessee
surety performance and payment bonds in accordance with the Texas Government
Code, Chapter 2253, as amended, to cover the costs of all work performed under
such contractor's contract with Lessee. Lessee shall provide Lessor with copies of
such bonds prior to the commencement of such Mandatory Improvement or
Discretionary Improvement. The bonds shall guarantee (i) the faithful
performance and completion of all construction work in accordance with the final
plans and specifications as approved by Lessor, and (ii) full payment for all wages
for labor and services and of all bills for materials, supplies and equipment used
in the performance of the construction contract. Such bonds shall name both
Lessor and Lessee as dual obligees. if Lessee serves as its own contractor,
Section 4.5 shall apply.
4.7 Releases by Lessor Upon Completion of Construction Work.
Lessor will allow Lessee a dollar -for -dollar reimbursement from its cash deposit
account or reduction of its claim upon Lessor's certificate of deposit to the extent
of construction costs paid through that date upon (i) where Lessee serves as its
own contractor, verification that Lessee has completed the applicable construction
work, or (ii) where Lessee uses a contractor, receipt of the contractor's invoice
and verification that the contractor has completed its work and released Lessee to
the extent of Lessee's payment for such work, including bills paid affidavits and
final waivers of liens. ,Any unused amounts in the cash deposit account will be
refunded to Lessee upon final completion of the construction work, as evidenced
by the issuance of a Certificate of Occupancy, or if a Certificate of Occupancy is
not appropriate, to the reasonable satisfaction of Lessor.
5. USE OF PREMISES.
Lessee hereby agrees to use the Premises solely for aviation -related purposes and strictly
in accordance with the terms and conditions of this Lease. Lessee shall have the right to
sublease portions of the Premises, including individual hangars constructed as Mandatory
Improvements, to various third parties ("Sublessees") for aviation -related purposes
under terms and conditions acceptable to and determined by Lessee, provided that all
such arrangements shall be in writing. All written agreements executed between Lessee
and any Sublessees for any portion of the Premises shall contain terms and conditions
that (i) do not conflict with Lessee's duties and obligations under this Lease; (ii)
incorporate the terms and provisions of this Lease; (iii) restrict the use of the subleased
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Fort Worth Spinks Airport
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portion of the Premises to aircraft storage or other aviation or aviation -related purposes
acceptable to Lessor; and (iv) treat users of the same or substantially similar facilities in a
fair and non-discriminatory manner. Lessee shall use a standard sublease form for all
Sublessees and shall submit a copy of such standard lease form, not including rental rates,
to the Director prior to Lessee's execution of its first sublease and from time to time
thereafter following any material changes to such sublease form. Lessee shall make the
rental rates for any sublease available for review by Lessor, and shall verbally inform
Lessor of such rental rates upon request. Additionally, Lessee agrees to provide to Lessor
in a timely manner any documentation necessary to respond to any and all requests
submitted to Lessor by the Federal Aviation Administration. Lessee may make non-
material modifications to its standard sublease to the extent that such are not contrary to
Lessor's Sponsor's Assurances (as same currently exist or as same may be amended from
time to time), Lessor shall protect Lessee's financial information to the extent allowed
by federal, state and local laws and regulations.
6. REPORTS, AUDITS AND RECORDKEEPINO.
Lessee shall keep and maintain books and records pertaining to Lessee's operations at
Spinks and other obligations hereunder in a manner satisfactory to Lessor's Internal
Auditor and at a location within the City of Fort Worth. Upon Lessor's request and
following reasonable advance notice, Lessee will make such books and records available
for review by Lessor during Lessee's normal business hours. Lessor, at Lessor's sole cost
and expense, shall have the right to audit such books and records in order to ensure
compliance with the terms of this Lease and the Sponsor's Assurances (as such term is
defined in Section 10.5 below) made by Lessor to the Federal Aviation Administration.
7. UTILITIES.
Lessee, at Lessee's sole cost and expense, shall be responsible for the payment of all
utility services to all portions of the Premises and for all other related utility expenses,
including, but not limited to, deposits and expenses required for the installation of meters,
Lessee further covenants and agrees to pay all costs and expenses for any extension,
maintenance or repair of any and all utilities serving the Premises. In addition, Lessee
agrees that all utilities, air conditioning and heating equipment and other electrically -
operated equipment which may be used on the Premises shall fully comply with Lessor's
Mechanical, Electrical, Plumbing, Building and Fire Codes ("Codes"), as they exist or
may hereafter be amended.
S, MAINTENANCE AND REP AIRS.
8.1, Maintenance and Repairs by Lessee.
Lessee agrees to keep and maintain the Premises and all improvements thereon in
a good, clean and sanitary condition at all times. Lessee covenants and agrees
that it will not make or suffer any waste of the Premises, Lessee, at Lessee's sole
cost and expense, will make all repairs necessary to prevent the deterioration in
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Fort Worth Spinks Airport
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condition or value of the Premises and any improvements thereon, including, but
not limited to, doors, windows and roofs for such improvements, and all fixtures,
equipment, and pavement on the Premises. Notwithstanding the foregoing,
Lessee shall not have any obligation or responsibility to accomplish repairs
cumulatively costing in excess of Ten Percent (10%) of the then fair market value
of the improvements to which the repair is contemplated within thirty-six (36)
months of the end of the term then in effect unless otherwise agreed to, in writing,
by the parties (provided that if Lessee elects not to perform such repairs, Lessee
shall have no right to exercise any options for subsequent Renewal Terms).
Lessee shall be responsible for all damages caused by Lessee, its agents, servants,
employees, contractors, subcontractors, licensees or invitees, and Lessee agrees to
fully and promptly repair or otherwise cure all such damages at Lessee's sole cost
and expense.
Lessee agrees that all improvements, trade fixtures, furnishings, equipment and
other personal property of every kind or description which may at any time be
located on the Premises shall be at Lessee's sole risk or at the sole risk of those
claiming under Lessee. Lessor shall not be liable for any damage to such property
or loss suffered by Lessee's business or business operations which may be caused
by the bursting, overflowing or leaking of sewer or steam pipes, from water from
any source whatsoever, or from any heating fixtures, plumbing fixtures, electric
wires, noise, gas or odors, or from causes of any other matter,
Upon expiration or termination of this Lease, the Premises and all improvements
thereon shall be delivered back to the Lessor in good and operable condition as
required hereunder.
8.2. Compliance with ADA.
Lessee, at its sole cost and expense, agrees to keep and maintain the Premises in
full compliance at all times with the Americans with Disabilities Act of 1990, as
amended ("ADA"). In addition, Lessee agrees that all improvements it
constructs at Spinks shall comply with all ADA requirements.
8.3. Inspections.
8.3.1 Lessor shall have the right and privilege, through its officers, agents,
servants or employees, to inspect the Premises. Except in the event of an
emergency, Lessor shall conduct such inspections during Lessee's ordinary
business hours and shall use its best efforts to provide Lessee at least four
(4) hours notice prior to any inspection.
8.3.2 If Lessor determines during an inspection of the Premises that Lessee is
responsible for any necessary maintenance or repairs, Lessor shall notify
Lessee in writing. Lessee agrees to begin such maintenance or repair
work within thirty (30) calendar days following receipt of such notice and
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to complete such maintenance or repair work within a reasonable time,
considering the nature of the work to be done. If Lessee fails to begin the
recommended maintenance or repairs within such time or fails to complete
the maintenance or repairs within a reasonable time, Lessor may, in its
discretion, perform such maintenance or repairs on behalf of Lessee. In
this event, Lessee shall reimburse Lessor for the cost of the maintenance
or repairs, and such reimbursement will be due on the date of Lessee's
next monthly rent payment following Lessor's delivery to Lessee of a
written invoice (and reasonable supporting documentation) of such cost.
Notwithstanding the foregoing, Lessee shall not have any obligation or
responsibility to accomplish repairs cumulatively costing in excess of Ten
Percent (10%) of the then fair market value of the improvements to which
the repair is contemplated within thirty-six (36) months of the end of the
term then in effect unless otherwise agreed to, in writing, by the parties
(provided that if Lessee elects not to perform such repairs, Lessee shall
have no right to exercise any options for subsequent Renewal Terms).
8.3.3 During any inspection, Lessor may perform any obligations that Lessor is
authorized or required to perform under the terms of this Lease or pursuant
to its governmental duties under federal state or local laws, rules or
regulations.
8.3.4 Lessee shall permit Lessor's Fire Marshal or his or her authorized agents
to inspect the Premises. Lessee will comply with all requirements of the
Fire Marshal or his or her authorized agents that are necessary,to bring the
Premises into compliance with the City of Fort Worth Fire Code and
Building Code provisions regarding fire safety, as such provisions exist or
may hereafter be amended, but only in the event that such provisions
require changes when the Premises are not subject to substantial
remodeling, construction or renovation. To the extent that third parties or
entities (other than Lessor and its various departments), e.g. the Federal
Aviation Administration, the United States Department of Transportation,,
etc., impose new obligations and/or requirements on Lessor through
amendments to regulations or implementation of new standards, Lessee
shall determine the most efficient means and/or methods of compliance
and accomplish same, if required by law. Lessee shall maintain in proper
condition accessible fire extinguishers of a number and type approved by
the Fire Marshal or his or her authorized agents for the particular hazard
involved.
8.4. Environmental Remediation.
To the best of Lessor's actual knowledge, and based solely on certain
environmental reports listed on Exhibit "D" attached hereto and incorporated
herein by reference (copies of which are on file with Lessor's Environmental
Department and provided to Lessee on April 5, 2011 by computer disc) the
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Fort Worth sphiks Airport
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Premises comply with all applicable federal, state and local environmental
regulations or standards. Lessee agrees that it has inspected the Premises and is
fully advised of its own rights without reliance upon any representation made by
Lessor concerning the environmental condition of the Premises. LESSEE, AT
ITS SOLE COST AND EXPENSE, AGREES THAT IT SHALL BE FULLY
RESPONSIBLE FOR THE REMEDIATION OF ANY VIOLATION OF ANY
APPLICABLE FEDERAL, STATE OR LOCAL ENVIRONMENTAL
REGULATIONS OR STANDARDS THAT IS CAUSED BY LESSEE, ITS
OFFICERS, AGENTS, SERVANTS, EMPLOYEES, SUBLESSEES,
ASSIGNESS, CONTRA CTORS, S UB CONTRA CTORS OR INVITEES.
9. SIGNS.
Lessee may, at its sole expense and with the prior written approval of the Director, install
and maintain signs on the Premises related to Lessee's business operations. Such signs,
however, must be in keeping with the size, color, location and manner of display of other
signs at Spinks. Lessee shall maintain all signs in a safe, neat, sightly and physically
good condition.
10. RIGHTS AND RESERVATIONS OF LESSOR.
Lessor hereby retains the following rights and reservations:
10.1 Lessor reserves the right to take any action it considers necessary to protect the
aerial approaches of the Airport against obstruction, including, but not limited to,
the right to prevent Lessee from erecting or permitting to be erected any building
or other structure which, in the opinion of Lessor, would limit the usefulness of
Spinks, constitute a hazard to aircraft, or diminish the capability of existing or
future avigational or navigational aids used at Spinks.
10.2 Lessor reserves the right to develop and improve Spinks as it sees fit, regardless
of the desires or views of Lessee, and without interference or hindrance by or on
behalf of Lessee, except that Lessee's right to express its opinion through the
normal public hearing process shall not be considered as "interference or
hindrance". Accordingly, nothing contained in this Lease shall be construed to
obligate Lessor to relocate Lessee as a result of any such developments or
improvements at Spinks. Notwithstanding the foregoing, Lessor covenants and
agrees not to develop or improve Spinks in a way that would diminish the value
of Lessee's Mandatory Improvements.
10.3 This Lease shall be subordinate to the provisions of any existing or future
agreement between Lessor and the United States Government, which relates to the
operation or maintenance of Spinks and is required as a condition for the
expenditure of federal funds for the development, maintenance or repair of
Spinks' infrastructure. In the event that any such existing or future agreement
directly causes a material restriction, impairment or interference with Lessee's
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Fort Worth Spinks Airport
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primary operations on the Premises ("Limitation") for a period of less than seven
(7) calendar days, this Lease shall continue in full force and effect. If the
Limitation lasts more than seven (7) calendar days, Lessee and Lessor shall
negotiate in good faith to resolve or mitigate the effect of the Limitation. If
Lessee and Lessor are in good faith unable to resolve or mitigate the effect of the
Limitation, and the Limitation lasts between seven (7) and one hundred eighty
(180) days, then for such period (i) Lessee may suspend the payment of any rent
due hereunder (or in the event such Limitation does not require total closure of
Lessee's operations on the Premises, the rent shall be equitably abated), but only
if Lessee first provides reasonable proof to Lessor that the Limitation has directly
caused Lessee a material loss in revenue; (ii) subject to ordinary wear and tear,
Lessor shall maintain and preserve the Premises and its improvements in the same
condition as they existed on the date such Limitation commenced; and (iii) the
term of this Lease shall be extended, at Lessee's option, for a period equal to the
duration of such Limitation, If the Limitation lasts more than one hundred eighty
(180) days, then (i) Lessor and Lessee may, but shall not be required to, (a)
further adjust the payment of rent and other fees or charges, (b) renegotiate
maintenance responsibilities, and (c) extend the term of this Lease, or (ii) Lessee
may terminate this Lease upon thirty (30) days' written notice to Lessor.
10.4. During any war or national emergency, Lessor shall have the right to lease any
part of Spinks, including its landing area, to the United States Government, In
this event, any provisions of this instrument which are inconsistent with the
provisions of the lease to the Government shall be suspended. Lessor shall not be
liable for any loss or damage alleged by Lessee as a result of this action,
However, nothing in this Lease shall prevent Lessee from pursuing any rights it
may have for reimbursement from the United States Government. If any lease
between Lessor and the United States Government executed pursuant to this
Section 10.4 directly causes a Limitation for a period of less than seven (7)
calendar days, this Lease shall continue in full force and effect. If the Limitation
lasts more than seven (7) calendar days, Lessee and Lessor shall negotiate in good
faith to resolve or mitigate the effect of the Limitation. If Lessee and Lessor are
in good faith unable to resolve or mitigate the effect of the Limitation, and the
Limitation lasts between seven (7) and one hundred eighty (180) days, then for
such period (i) Lessee may suspend the payment of any rent due hereunder (or in
the event such Limitation does not require total closure of Lessee's operations on
the Premises, the rent shall be equitably abated), but only if Lessee first provides
reasonable proof to Lessor that the Limitation has directly caused Lessee a
material loss in revenue; (ii) subject to ordinary wear and tear, Lessor shall
maintain and preserve the Premises and its improvements in the same condition as
they existed on the date such Limitation commenced; and (iii) the term of this
Lease shall be extended, at Lessee's option, for a period equal to the duration of
such Limitation. If the Limitation lasts more than one hundred eighty (180) days,
then (i) Lessor and Lessee may, but shall not be required to, (a) further adjust the
payment of rent and other fees or charges, (b) renegotiate maintenance
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Foit Worth Spinks Airpon
Page I of23
responsibilities, and (c) extend the term of this Lease, or (ii) Lessee may terminate
this Lease upon thirty (30) days' written notice to Lessor.
10.5. Lessor covenants and agrees that during the term of this Lease it will operate and
maintain Spinks and its facilities as a public airport consistent with and pursuant
to the Sponsor's Assurances given by Lessor to the United States Government
through the Federal Airport Act; and Lessee agrees that this Lease and Lessee's
rights and privileges hereunder shall be subordinate to the Sponsor's Assurances,
10.6. Lessee's rights hereunder shall be subject to all existing and future utility and
drainage easements and rights -of -way granted by Lessor for the installation,
maintenance, inspection, repair or removal of facilities owned or operated by
electric, gas, water, sewer, communication or other utility companies. Lessee's
rights shall additionally be subject to all rights granted by any ordinance or statute
which allows utility companies to use publicly -owned property for the provision
of utility services.
10.7 Lessor agrees Lessee shall have the right of ingress and egress to and from the
Premises by means of roadways for automobiles and taxiways for aircraft
including access during the construction phase of Mandatory or Discretionary
Improvements, unless otherwise agreed to in writing by both parties. Such rights
shall be consistent with the rules and regulations with respect to the occupancy
and use of airport premises as adopted from time to time by Lessor and by the
Federal Aviation Administration or any other state, federal or local authority.
11. INSURANCE.
11.1 Types of Covera;e and Limits.
Lessee shall procure and maintain at all times, in full force and effect, a policy or
policies of insurance as specified in this Section 11, naming Lessor as an
additional insured and covering all risks related to the leasing, use, occupancy,
maintenance, existence or location of the Premises. Lessee shall obtain the
following insurance coverage at the limits specified herein:
• Property,:
Fire and Extended Coverage on all improvements at full replacement cost
limit; and
• Commercial General Liability:
$1,000,000.00 per occurrence; $2,000,000.00 aggregate
including products and completed operations; and
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NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page 12 of 23
• Automobile Liability:
$1,000,000 per accident, including, but not limited to, coverage on any
automobile used in Lessee's operations on the Premises.
In addition, Lessee shall be responsible for obtaining (or causing its contractors to
obtain) builder's risk insurance in amounts reasonably acceptable to Lessor during
construction of the Mandatory Improvements and any Discretionary
Improvements, and for obtaining personal property insurance on any personalty of
its own or in its care, custody or control.
11.2 Adiustments to Required Coverage and Limits.
Insurance requirements, including additional types of coverage and increased
limits on existing coverages, are subject to reasonable changes at Lessor's option
and as necessary to cover Lessee's and any Sublessees' operations at Spinks,
provided such changes shall be within normal, reasonable business practices for
similar operations. Lessee will comply with such new requirements within thirty
(30) days following notice to Lessee.
11.3 Certificates.
As a condition precedent to the effectiveness of this Lease, Lessee shall furnish
Lessor with appropriate certificates of insurance signed by the respective
insurance companies as proof that Lessee has obtained the types and amounts of
insurance coverage required herein. Lessee hereby covenants and agrees that not
less than thirty (30) days prior to the expiration of any insurance policy required
hereunder, it shall provide Lessor with a new or renewal certificate of insurance.
In addition, Lessee shall, at Lessor's request, provide Lessor with evidence that it
has maintained such coverage in full force and effect,
11.4 Additional Requirements.
Lessee shall maintain its insurance with underwriters authorized to do business in
the State of Texas and which are satisfactory to Lessor. The policy or policies of
insurance shall be endorsed to cover all of Lessee's operations at Spinks and to
provide that no material changes in coverage, including, but not limited to,
cancellation, termination, or non -renewal, shall be made without thirty (30) days
prior written notice to and the consent of Lessor.
12. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Lessee shall operate as an independent
contractor as to all rights and privileges granted herein, and not as an agent,
representative or employee of Lessor. Lessee shall have the exclusive right to control the
details of its operations and activities on the Premises and shall be solely responsible for
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page 13 ol`23
the acts and omissions of its officers, agents, servants, employees, contractors,
subcontractors, patrons, licensees and invitees. Lessee acknowledges that the doctrine of
respondeat superior shall not apply as between Lessor and Lessee, its officers, agents,
employees, contractors and subcontractors, Lessee further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between Lessor and
Lessee.
13, INDEMNIFICATION.
LESSEE HEREBY ASSUMES ALL LIABILITY AND RESPONSIBILITY FOR
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY OF ANY
RIND, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR
CHARACTER, IfHETHER REAL OR ASSERTED, ARISING OUT OF OR IN
CONNECTION WITH ITS USE OF OR OPERATIONS AT SPINKS UNDER THIS
LEASE OR WITH THE LEASING, MAINTENANCE, USE, OCCUPANCY,
EXISTENCE OR LOCATION OF THE PREMISES OR ANY IMPROVEMENTS
THEREON, EXCEPT TO THE EXTENT CA USED BY THE GROSS NEGLIGENCE
OR INTENTIONAL MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS,
SER VANTS OR EMPLOYEES.
LESSEE COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,
HOLD HARMLESS AND DEFEND LESSOR, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING
ALLEGED DAMAGE OR LOSS TO LESSEE'S BUSINESS AND ANY RESULTING
LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR
ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE USE,
LEASING, MAINTENANCE, OCCUPANCY, EXISTENCE OR LOCATION OF THE
PREMISES OR ANY IMPROVEMENTS THEREON, EXCEPT TO THE EXTENT
CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF
LESSOR, ITS OFFICERS AGENTS, SERVANTS OR EMPLOYEES.
LESSEE ASSUMES ALL RESPONSIBILITY AND AGREES TO PAY LESSOR FOR
ANY AND ALL INJURIES OR DAMA GES TO LESSOR'S PROPERTY A T SPINKS,
THE PREMISES OR ANY IMPROVEMENTS THE, WHICH ARISE OUT OF
OR IN CONNECTION WITH ANY AND ALL ACTS OR OMISSIONS OF LESSEE,
ITS OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
SUBLESSEES, ASSIGNEES, LICENSEES OR INVITEES, EXCEPT TO THE
EXTENT CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF LESSOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES
LESSOR DOES NOT GUARANTEE POLICE PROTECTION TO LESSEE, ANY
SUBLESSEES OR THEIR PROPERTY. LESSOR IS OBLIGATED ONLY TO
PROVIDE SECURITY ADEQUATE TO MAINTAIN LESSOR'S CERTIFICATION
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Port Worth 5pinks Airport
Page; 14 of23
UNDER FAA REGULATIONS, LESSEE SHALL COMPLY WITH ALL
APPLICABLE REGULATIONS OF THE FAA RELATING TO AIRPORT
SECURITY, LESSEE SHALL PAY ALL FINES IMPOSED BY THE FAA ON
LESSOR OR LESSEE RESULTING FROM LESSEE'S OR ANY SUBLESSEES'
FAILURE TO COMPLY WITH SUCH FAA REGULATIONS OR TO PREVENT
UNA UTHORIZ'ED PERSONS OR PARTIES FROM OBTAINING ACCESS TO THE
AIR OPERATIONS AREA OFSPINKS FROM THE PREMISES.
Lessor and Lessee acknowledge and agree that Lessor is a sovereign as contemplated
by the Texas Tort Claims Act, Texas Civil Practice and Remedies Code Sec. 101.001, et
sect. As such, liability is waived in only limited circumstances. Lessor and Lessee
acknowledge and agree that nothing contained in this Section 13 is intended to nor
does it operate to extend any liability of Lessor or the indemnification obligation to
Lessor of Lessee beyond the provisions of the Texas Tort Claims Act,
14. TERMINATION.
In addition to termination rights contained elsewhere in this Lease, Lessor shall have the
right to terminate this Lease as follows:
14.1 Failure by Lessee to Pav Rent or Other Cba>r2es.
If Lessee fails to pay any rent, ROFR Fee or other charge due under this Lease, or
under that certain Advance Promissory Note dated __........... , 2011,
executed by Lessee and payable to Lessor (the "Note)" or that certain
Constnietion Loan Agreement executed by and between Lessor and Lessee dated
of even date with the Note (the "Loan Agreement"), Lessor shall deliver to
Lessee a written invoice and Lessee shall pay the invoice within ten (10) calendar
days from the date of such notice (provided Lessor shall only be required to
deliver two such written notices per calendar year). If Lessee fails to pay the
balance outstanding within such 10-day period (or, after two such notices in any
calendar year, if Lessee fails to make any payment of rent, ROFR Fees, or other
charges due hereunder on or prior to the date same is due), Lessor shall after the
expiration of fifteen (15) days from the receipt of the notice, have the right to
terminate this Lease.
14.2 Breach or Default by Lessee.
If Lessee commits any breach or default under this Lease, the Note or the Loan
Agreement other than a failure to pay any sum of money as set out in Section 14.1
above, Lessor shall deliver written notice to Lessee specifying the nature of such
breach or default. Lessee shall have thirty (30) calendar days from the date of
such written notice to cure such breach or default. If Lessee fails to cure the
breach or default within such time period, Lessor shall have the right to
immediately terminate this. Notwithstanding the foregoing, in the event the
alleged breach or default cannot be cured within thirty (30) days, and Lessee
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page 15 of 23
commences such cure during such 30-day period and diligently pursues such cure,
Lessor and Lessee agree to extend such time to allow Lessee to accomplish the
cure in a time reasonably necessary to do so,. as determined by Lessor,
14.3 Abandonment or Non -Use of the Premises.
Lessee's abandonment or non-use of any tract of the Premises for any reason, and
without Lessor's concurrence, which shall not be unreasonably withheld, for more
than thirty (30) consecutive calendar days shall constitute grounds for immediate
termination of this Lease by Lessor as to such abandoned tract.
14.4 Bankruntcv. Insolvenev, and Dissolution.
In the event Lessee files for or is placed in bankruptcy, or declares itself insolvent,
or dissolves, then Lessor shall have the immediate right to terminate this Lease.
14.5 Lessee's Financial QbliQations to Lessor upon Termination, Breach or
Default.
If Lessor terminates this Lease for any breach or default as provided in Sections
14.1, 14.2, 14.3 or 14.4 of this Lease, Lessee shall be liable for and shall pay to
Lessor all arrearages of rent and any other charges payable hereunder. In no
event shall a reentry onto or reletting of the Premises by Lessor be construed as an
election by Lessor to forfeit any of its rights under this Lease. Recognizing the
financial investments made to the Premises and in consideration for same and all.
the other duties and obligations of Lessee set forth herein, Lessee shall have no
further financial obligations to Lessor for future rent or other charges payable
under the Lease as of the effective date of the termination of the Lease.
Notwithstanding the foregoing, 'Termination of the Lease shall not terminate
Lessee's obligations under the Advance Promissory Note or Construction Loan
Agreement executed contemporaneously with this Lease, provided, however,
upon, termination of the Lease under Sections 14.1, 14.2, 14.3 or 14.4 hereof, the
Fair Market Value of all improvements made on the Premises shall be
determined, by an appraiser chosen for this purpose by Lessor and Lessee, and
such value shall be allocated as follows: (i) first, to the payment of all expenses
incurred by the Lessor arising out of such termination, (ii) second, to the payment
of Lessee's obligations under the Advance Promissory Note or Construction Loan
Agreement.
14.6 Lessor's Financial Oblisations to Lessee upon Termination, Breach or
Default.
If this Lease is terminated for any reason other than a default by Lessee before the
expiration of the Initial "Perm, and subject to Lessor's City Council approving
such action and appropriating funds to cover any matters related to this provision,
Lessor shall be obligated to compensate Lessee for Lessee's financial investments
in the improvements made on the Premises. Specifically, and by way of example
FWS Realty Ltd.
NW-3 Ground Lease Ag"nout
Fort Worth Spinks Airport
Page 16 of 23
15.
only as this provision relates to the Mandatory Improvements, in the event that the
capital costs for the Mandatory Improvements is One Million Dollars
($1,000,000) and Lessee contributes Seven Hundred Thousand Dollars
($700,000), then and in that event, upon Termination of this Lease, and subject to
Lessor's City Council approving such action and appropriating funds to cover any
matters related to this provision, Lessor shall be obligated and will pay to Lessee
Seventy Percent (70%) of the Fair Market Value as determined by an appraiser
chosen for this purpose by Lessor and Lessee of the Mandatory Improvements as
of the date of the Termination. Insofar as other improvements made to the
Premises solely by Lessee, and subject to Lessor's City Council approving such
action and appropriating funds to cover any matters related this provision, Lessor
shall be obligated and will pay to Lessee One Hundred Percent (100%) of the pair
Market Value as determined by an appraiser chosen for this purpose by Lessor
and Lessee, of the said improvements. Notwithstanding any other portions of this
Section 14.6, all of Lessor's obligations under this provision for which current
revenue is not available will be contingent on Lessor's City Council appropriating
funding.
14.7 Rights of Lessor Upon Termination or Expiration.
Within twenty (20) days following the effective date of termination or expiration
of this Lease Lessee shall remove from the Premises all trade fixtures, tools,
signs, machinery, equipment, materials and supplies placed thereon by Lessee,
unless Lessor elects in writing to retain any fixtures or other items attached to any
structure on the Premises. After such time, Lessor shall have the right to take full
possession of the Premises, by force if necessary, and to remove any and all
parties and property remaining on the Premises. Lessee agrees that it will assert
no claim of any kind against Lessor, its agents, servants, employees or
representatives, which may stem from Lessor's lawful termination of this Lease or
any act incident to Lessor's assertion of its lawful right to terminate or Lessor's
exercise of any rights granted hereunder.
NOTICES.
Notices required pursuant to the provisions of this Lease shall be conclusively determined
to have been delivered when (i) hand -delivered to the other party, its agents, employees,
servants or representatives, or (ii) three (3) business days after being deposited in the
United States Mail, postage prepaid, addressed as follows:
To LESSOR:
City of Fort Worth
Aviation Department
4201 North Main Street, Suite 200
Fort Worth, Texas 76106-2749
FW$ Realty Ltd.
NW-3 Ground Lxase Agreement
Fort Worth 3pinks Airport
Page 17 of 23
To LESSEE:
FWS Realty, Ltd,
ATTN: Haydn Cutler
3825 Camp Bowie Blvd.
Fort Worth, Texas 76107
16. ASSIGNMENT AND SUBLETTING.
16.1 In General.
Lessee shall have the right to sublease portions of the Premises as provided by
and in accordance with Section 5 of this Lease. Otherwise, Lessee shall not
assign, sell, convey, sublease or transfer the entirety of its rights, privileges, duties
or interests granted by this Lease without the advance written consent of Lessor,
which shall not be unreasonably withheld,
16.2 Conditions of Approved Assiurrments and Subleases.
If Lessor consents to any assignment or sublease, all terms, covenants and
agreements set forth in this Lease shall apply to the assignee or sublessee, and
such assignee or sublessee shall be bound by the terms and conditions of this
Lease the same as if it had originally executed this Lease. The failure or refusal
of Lessor to approve a requested assignment or sublease shall not relieve Lessee
of its obligations hereunder, including payment of rentals, fees and charges.
Lessee shall remain fully liable for all of its obligations hereunder following any
subletting or assignment unless and until Lessor releases Lessee in writing.
17. LIENS BY LESSEE.
Lessee acknowledges that it has no authority to engage in any act or to make any contract
which may create or be the foundation for any lien upon the Premises or interest in the
property of Lessor. If any such purported lien is created or filed, Lessee, at its sole cost
and expense, shall liquidate and discharge the same within thirty (30) days of such
creation or filing. Lessee may, at its sole option, post a bond protecting the property on
which the lien is purportedly attached in an amount equal to at least one hundred twenty-
five percent (125%) of the lien amount, and litigate, mediate or arbitrate the validity of
the lien for so long as necessary with the understanding that the Lessor's interest in said
property is adequately protected. Lessee's failure to discharge any such purported lien (or
adequately protect Lessor's interests by bond as described herein) shall constitute a
breach of this Lease and Lessor may terminate this Lease upon thirty (30) days' written
notice. However, Lessee's financial obligation to Lessor to liquidate and discharge such
lien shall continue in effect following termination of this Lease and until such time as the
lien is discharged.
18. TAXES AND ASSESSMENTS.
Lessee agrees to pay any and all federal, state or local taxes, or assessments which may
lawfully be levied against Lessee due to Lessee's use or occupancy of the Premises or any
improvements or property placed on the Premises by Lessee as a result of its occupancy.
Fws Realty Ltd.
NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page 18 of23
19. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Lessee covenants and agrees that it shall not engage in any unlawful use of the Premises.
Lessee further agrees that it shall not permit its officers, agents, servants, sublessees,
assignees, employees, contractors, subcontractors, patrons, licensees or invitees to engage
in any unlawful use of the Premises and Lessee immediately shall remove from the
Premises any person engaging in such unlawful activities. Unlawful use of the Premises
by Lessee itself shall constitute an immediate breach of this Lease.
Lessee agrees to comply with all federal, state and local laws; all ordinances, rules and
regulations of Lessor; all rules and regulations established by the Director; and all rules
and regulations adopted by the City Council pertaining to the conduct required at airports
owned and operated by Lessor, including the Minimum Standards for Fixed Base
Operators and Other Airport Tenants, a public document dated June 16, 1992, on file in
Lessor's City Secretary's Office and incorporated herein as part of this Lease for all
purposes, as such laws, ordinances, rules and regulations exist or may hereafter be
amended or adopted. If Lessor notifies Lessee or any of its officers, agents, employees,
contractors, sublessees, assignees, subcontractors, licensees or invitees of any violation of
such laws, ordinances, rules or regulations, Lessee shall immediately desist from and
correct the violation (or cause same to be desisted from or corrected),
20. NON-DISCRIMINATION COVENANT.
Lessee, for itself, its personal representatives, successors in interest, sublessees, and
assigns, as part of the consideration herein, agrees as a covenant running with the land
that no person shall be excluded from participation in or denied the benefits of Lessee's
use of the Premises on the basis of age, race, color, national origin, religion, handicap,
sex, sexual orientation, transgender, gender identity or gender expression. Lessee fiarther
agrees for itself, its personal representatives, successors in interest, sublessees, and
assigns that no person shall be excluded from the provision of any services on or in the
construction of any improvements or alterations to the Premises on grounds of age, race,
color, national origin, religion, handicap, sex, sexual orientation, txansgender, gender
identity or gender expression.
Lessee agrees to furnish its accommodations and to price its goods and services on a fair
and equal basis to all persons. In addition, Lessee covenants and agrees that it will at all
times comply with any requirements imposed by or pursuant to Title 49 of the Code of
Federal Regulations, fart 21, Non -Discrimination in Federally Assisted Programs of the
Department of Transportation and with any amendments to this regulation which may
hereafter be enacted.
If any claim arises from an alleged violation of this nondiscrimination covenant by
Lessee, its personal representatives, successors in interest, sublessees, or assigns, Lessee
agrees to indemnify and defend Lessor and hold Lessor harmless from and against any
and all claims and damages related thereto.
FWs Realty Ltd.
NW-3 Ground Leaso Agreement
Fort Worth Spinks Airport
Page 19 of23
21. LICENSES AND PERMITS.
Lessee shall, at its sole expense, obtain and keep in effect all licenses and permits
necessary for the operation of its operations at Spinks.
22. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Lease, Lessor does not waive or
surrender any of its governmental powers.
23. NO WAIVER.
The failure of Lessor to insist upon the performance of any term or provision of this
Lease or to exercise any right granted herein shall not constitute a waiver of Lessor's right
to insist upon appropriate performance or to assert any such right on any future occasion.
24. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis of any
provision of this Lease or of Lessee's operations on the Premises, venue for such action
shall lie in state courts located in Tarrant County, Texas or the United States District
Court for the Northern District of Texas, Fort Worth Division. This Lease shall be
construed in accordance with the laws of the State of Texas.
25, ATTORNEYS' FEES.
In the event there should be a breach or default under any provision of this Lease and
either party should retain attorneys or incur other expenses for the collection of rent, fees
or charges, or the enforcement of performance or observances of any covenant, obligation
or agreement, Lessor and Lessee agree that each party shall be responsible for its own
attorneys' fees.
26. SEVERABILITY.
If any provision of this Lease shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
27. FORCE MAJEURE.
Lessor and Lessee shall exercise every reasonable effort to meet their respective
obligations as set forth in this Lease, but shall not be held liable for any delay in or
omission of performance (other than the payment of money) due to force majeure or
other causes beyond their reasonable control, including, but not limited to, compliance
with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strikes, lockouts, national disasters, wars, riots, material or labor restrictions,
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page 20 of 23
transportation problems and/or any other cause beyond the reasonable control of Lessor
or Lessee.
28. HEADINGS NOT CONTROLLING.
Headings and titles used in this Lease are for reference purposes only and shall not be
deemed a part of this Lease.
29, ENTIRETY OF AGREEMENT.
This written instrument, including any documents attached hereto or incorporated herein
by reference, contains the entire understanding and agreement between Lessor and
Lessee, its assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to
the extent in conflict with any provisions of this Lease. The terms and conditions of this
Lease shall not be amended unless agreed to in writing by both parties and approved by
the City Council of Lessor.
30. ESTOPPEL CERTIFICATES.
From time to time during the term of this Lease, and within ten (10) business days of its
receipt of written request therefore, Lessee shall execute and return to Lessor an estoppel
certificate stating whether it is aware of any defaults by Lessor hereunder and including
any other statements of a factual nature reasonably requested by Lessor.
31. LESSOR'S EXPENSES
Upon receipt of written invoice from Lessor, Lessee agrees to pay the reasonable outside
attorney's fees incurred by Lessor in the preparation and negotiation of this Lease, the
Executive Terminal and 'W2 Lease, the Note and the Loan Agreement, which fees shall
not exceed $12,500.00.
[signature pages follows]
FWS Realty Ltd,
NW-3 Ground Lease Agreement
Fort Worth Spinks Airport
Page21 of23
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiples on the date next to their respective signatures, with the Effective Date being defined in
Section 2.1 of this Lease.
CITY OF FORT WORTH:
By, ,�....nG
If
Fernando Costa
Assistant City Manager
Date:f
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
20W. -2- -
N'
P' EVON A DANIELS
*; ` PAYCOJ*10 20EXp1RES star Public in and for t'ie State of Texas
3 fitly 1Q 21)13 y
APPROVED AS TO FORM
AND LEGALITY:
(Narrene Sanders
Assistant City Attorney
Mc4:C: a-,:�S3eq
Approved: ) - /0 —/,-�
FWS Realty Ltd.
NW-3 Ground Lease Agreement
Fart Worth Spinks Airport
Page 22 0C23
ATT T:
By. --�
A /
/01Tf City Secretary
FM
FWS REALTY, LTD by
Harrison Realty Investments, LLC
Its General Partner
By-,
aydn Cutler, Jr. I
President
Date:
STATE OF TEXAS
COUNTY GF
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas,
on this day personally appeared Haydn Cutler, known to ine to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of
FWS Realty, Ltd. and that he executed the same as the act of FWS Realty, Ltd.. for the
purposes and consideration therein expressed and in the capacity therein stated.
GIV
EN UNDER MY HAND AND SEAL OF OFFICE this day
Ij00l In13-/,Z-- ,2011.
Notar ublic in and for the State of Texas
SiNGW01
SVOTA iY PUBUG `
* * S P,% OF i�XAS
my Comm,,Q(f%12'15 202
FWS Realty Lid,
NW-3 Ground Lease Agreeumnl
Fort Worth Spinks Airport
Page 23 of 23
' Survey Plat
Being 0.40 acres of land, said tract being a porUon of
Black $
FORT NORTH SPlNXS AIRPORT,
as AddlUon to the C,'tq of tort If rth, I•arrant County,
Tax. . acoordiog tb the Plat thereof recorded is Cabinet
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Exhibit "B-1"
ROFR Tract - Ri2ht of First Refusal
So long as this Lease is in effect and Lessee is not in default hereunder, Lessee shall have
a Right of First Refusal (hereinafter referred to as the "ROFR") to lease a tract of land known as
the ROM Tract as identified in Exhibit "B" attached hereto and incorporated by reference
herein for construction of additional executive aircraft storage/office buildings. Lessee shall pay
an annual fee (with the first such installment payable in advance on the date hereof and
subsequent installments due annually on the anniversary date of this Lease until the Lease is
terminated, Lessee exercises the ROFR, or the ROFR is waived or deemed waived by Lessee)
equal to one cent ($.01) per square foot of the approximate 31,327 square feet in exchange for
this ROFR. If Lessor receives a qualified, firm, written offer with no contingencies from a third
party to lease all or a portion of the ROFR Tract, Lessor shall certify to Lessee that Lessor has
accomplished a due diligence review of such offer and offeror confirming the financial ability
and real estate and construction expertise of the offeror and that Lessor has found such offer and
offeror to be satisfactory. Upon receipt by Lessee of such certification along with the details of
the offer from Lessor, Lessee shall have ninety (90) days from receipt of such certification to
make a thorough written proposal to Lessor for the same land, which proposal must meet or
exceed that provided by the third party. The proposal by Lessee shall relate only to the applicable
portion of the land and shall be compared to the proposal of the third party on the basis of the
land to be rented only and shall not be compared to the third party proposal on the basis of any or
all proposed improvements contemplated or proposed by the third party proposal. If Lessor
timely accepts Lessee's proposal, a new ground lease will be executed by the parties to include
the land affected by the proposal (the "ROFR Leas€'). In the event Lessee does not timely
deliver a proposal to Lessor, or if Lessor elects to accept the third party offer instead of Lessee's
proposal, then the ROFR shall terminate and Lessee shall have no further rights under this
Exhibit "B-1 "
Lessor and Lessee agree and understand that if the ROFR Lease is entered into, Lessee
shall have the right and sole discretion as to the timing and size of development to be constructed
on the ROFR Tract. Lessor and Lessee specifically agree and understand that Lessor and Lessee
may enter into a series of ground leases with respect to the ROFR Tract. The ground lease or
leases with respect to the ROFR Tract shall have an initial term of thirty (30) years at improved
ground rental rates and include two (2) consecutive rights to renew such lease for two (2)
additional successive terms of five (5) years each.
In order to exercise its renewal rights under the ROFR Lease, Lessee shall notify the City
in writing of its desire to renew same no less than one hundred twenty (120) days and no more
than one hundred eighty (180) days prior to the expiration of the term then in effect. Lessor shall
provide notice of the expiration of the ground lease or leases to Lessee one hundred fifty (150)
days prior to the expiration of the term then in effect (the "Reminder Notice"). In the event that
the one hundred twenty (120) day deadline passes without Lessee exercising its renewal right
with respect to the ground lease or leases contemplated herein, then Lessor shall notify Lessee in
writing via certified mail, return receipt requested, of the passing of the one hundred twenty
(120) deadline (the "Second Notice") within ten (10) days of the passing of the one hundred
Fort Worth spinks Airport
Lease site NW-2
Exhibit " B-1" Right of First Refusal
twenty (120) day deadline, and Lessee shall have an opportunity to exercise such renewal right
with respect to the ground lease or leases contemplated herein within thirty (30) days after
receipt of the Second Notice. Failure to timely exercise such option(s) shall be deemed a waiver
of such renewal right by Lessee.
Lessor and Lessee agree to cooperate and support each others efforts to gain access to
any and all federal, state, municipal funding or other grants available to accomplish the
development contemplated by this Exhibit " 13-1." Such cooperation and support could include,
but not be limited to, Lessor taking and maintaining title to all improvements in its name from
the outset of the development in a manner similar to the structure set forth in Section 4.1 of this
Lease.
In the event that title has not already vested in Lessor, upon the issuance of the Certificate
of Occupancy, Lessor shall take title to any improvements constructed on the ROFR Tract.
Lessee shall take possession of such improvements upon the issuance of such Certificate of
Occupancy.
Lessee will begin paying rent under the ROFR Lease on the ROFR Tract upon the
issuance of a final Certificate of Occupancy for the first building constructed thereon. Rent from
the date that it first becomes due until the following September 30 will be calculated by
multiplying the square footage rate of the ROFR Tract by the then -current rates prescribed by
Lessor's published Schedule of Rates and Charges for the type or types of property at Spinks
similar to the type or types of property that comprise the Premises. The actual square footage of
the ROFR Tract will be contingent on a ground survey which Lessee shall cause to be
undertaken at Lessee's sole cost and expense prior to execution of the ROFR Lease. Rent shall be
subject to increase effective October 1st of each succeeding year to reflect the upward percentage
change, if any, in the Consumer Price Index for the period since the last adjustment with the
understanding that rent shall not exceed Lessor's then current, rates prescribed by Lessor's
published Schedule of Rates and Charges for the type or types of property at Spinks similar to
the type or types of property that comprise the Premises. Should Lessor, at some future date,
classify property as "Improved" or "Unimproved" for rental rate purposes, the ROFR Lease shall
be classified as "Unimproved". Rent during the renewal term shall be calculated by multiplying
the square footage of the ROFR Tract by Lessor's improved ground (not hangar) rental rate then
in effect and will be subject to the then current Lessor policies. Lessor will take title to all
improvements on the ROFR Tract upon the expiration or termination of the ROFR Lease. All
lease terms will be in accordance with Lessor policies.
If the airport management is being handled by an entity other than Lessor, then Lessee
shall have the right to request a market survey be prepared for Spinks Airport and to pay the
lesser of the improved ground rental rate calculated by the market survey rate or the then
applicable improved ground rental rate established by Lessor.
Fort Worth Spinks Airport 2
Lease Site NW-2
Exhibit `B-P Right of First Refusal
EXHIBIT "C"
MANDATORY IMPROVEMENTS
Approximately 14,000 Square root Hangar and Offices
« All mandatory improvements for Lease Site NW-2 must be completed in accordance With
Section 4 of this Lease and the completed survey set forth in Exhibit "A" attached hereto,
r Lessee shall submit a 7460 Notice of Proposed Construction to the FAA within sixty (60)
calendar days after the Effective Date of this lease.
Exhibit "C" Mandatory Improvements
Fort Worth Spinks Airport
Ground Lease Agreenient/Mandatory Improvements
Lease Site NW-2
11-16-2011 FWS NW3 Exhibit C Mandatory Improvements (2).DQC
Exhibit "D"
Environmental Reports and Documents
Provided to Lessee on April 5, 2011
1, lnteroffrce Memo from Chris Breitling to Roger Grantham re; Spinks Airport
Asbestos Assessment
2. Aerials of Spinks Airport from 1942 to 2004
3. Comprehensive Asbestos Survey on Buildings #28, 32, and 33, dated 5-19-05
4, Comprehensive Asbestos Survey on 12701 Wildcat Way North, dated 5-19-05
5. Asbestos Chain of Custody dated 9-11-08
6, Lab Report on Asbestos Survey dated 9-12-08
7, Limited Asbestos Survey on Hangar Nos. 29 and 30, SE Restrooms, and 13725
Stone, Fort Worth, dated 9-15-08 (in both Word and PDF formats)
8. Phase 1, Environmental Site Assessment on 12993 acres S. of Abner Lee Dr., Fort
'North and Burleson, dated 3-25-05
9, Radius Report of Oak Grove Airport Tract, dated 8-20-10
10, Asbestos Survey of Building #23, dated 3-11-09
11, Asbestos Survey Report of Building #24, dated 3-13-09
12, Asbestos Survey Report of Building #25, dated 3--13-09
Exhibit "D"
Fort Worth Spinks Airport
Ground Lease Agreement
Lease Site NW2
C (.
CITY SECRETARY CONTRACT NO. 0610 I
AMENDMENT NO.1 TO CSC NO. 42807
FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
LEASE SITE NW-3
This AMENDMENT NO.1 ("Amendment") is made and entered into by and between the
CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the
laws of the State of Texas and acting by and through Fernando Costa, its duly authorized Assistant
City Manager, and FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting by and
through its General Partner, Harrison Realty Investments, LLC, acting by and through its President,
Haydn Cutler, Jr.
RECITALS
WHEREAS, on or about January 19, 2012, Lessor and Lessee entered into City Secretary
Contract ("CSC") No. 42807, a ground lease agreement with mandatory improvements for 17,600
square feet of ground space known as Lease Site NW-3 ("Leased Premises"), at Spinks Airport
("Airport"). CSC No. 42807 shall hereinafter be referred to as the "Lease";
WHEREAS, due to a grade change in elevation on the Leased Premises, the northern
boundary of the Leased Premises will need to be expanded by five feet, to allow for the adequate
placement of the hangar building ("Mandatory Improvements");'and
WHEREAS, Lessor and Lessee now wish to amend the Lease to reflect the expansion of
the Premises to 18,700 square feet of ground space.
NOW THEREFORE, in consideration of the mutual convenants, promises and obligations
contained herein, Lessor and Lessee herby agree as follows:
1.
Section 1. PROPERTY LEASED shall be deleted in its entirety and replaced with the
following:
Lessor hereby demises to Lessee, and Lessee hereby demises from Lessor, in
accordance with the terms and conditions contained herein, a tract of land consisting
of approximately 18,700 square feet known as Lease Site NW-3, at Spinks Airport,
as depicted_ on Exhibit "A" attached hereto ("Premises").
FWS Realty Ltd.
AmendmentNo. 1 toCSCNo.42807
Fort Worth Spinks Airport
Pagel oF4
PA
Section 3. RENT is hereby amended to read as follows!
3.1.3 Rates
Commencing on the date the first certificate of occupancy is- issued for a
hangar constructed on Lease Site NW-3 pursuant to Section 4.1 of this Lease
(the "Occupancy Date") and continuing through September 30, 2012,
Lessee promises and agrees to pay Lessor, as annual rent for Lease Site NW-
3, the lesser of (i) $0.27 per square foot, for a total of $5,049.00, payable in
monthly installments of $420.75, or (ii) the rent amount per square foot of
the "Schedule of Rates and Charges" as promulgated by the Lessor for
Spinks.
All other provisions and conditions of the Lease that are not expressly amended herein or
directly in conflict with the provisions and conditions of this Amendment shall remain in full force
and effect.
[Signature Pages Immediately Follow]
FWS Realty Ltd.
Amendment No. I to CSC No. 42807
Fort Worth Spinks Airport
Page 2 of 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the /0 day of -vA� 52012.
CITY OF FORT WORTH:
By:
Fernando Costa
Assistant City Manager
Date:
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, ]mown to me'to- be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
0G EN UNDER MY HAND AND SEAL OF OFFICE this _p��p day
2012.
EVONIADANIELS
MY COMMISSION EXPIRES
Juty 10, 2013
4NPublic in and forthe ate of Texas
I:\►17A-Xff3 .Y.II'E
By:
Charlene Sanders
Assistant City Attorney
M&C: I - 7q�q_'�rl
Approved:
FWS Realty Ltd.
Amendment No. I to CSC No. 42807
Fort Worth Spids Airport
Page 3 of4
ATTEST:
By: i
IkMar� J. Kayser
City Secretary
FWS REALTY, LTD by
Harrison Realty Investments, LLC
Its General Partner
By:
Haydn Cutl , Jr.
President ✓J/
Date:
I
STATE OF TEXAS §
COUNTY OF-7—akKaAj j— §
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Haydn Cutler, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FWS
Realty, Ltd. and that he executed the same as the act of FWS Realty, Ltd.. for the purposes and
consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this �%.� d day
jJ T , 2011
�
Notar Public in and for thState of Texas
Y RITA SINGLETON
:. NOTARY PUBLIC
SPATS OF TEXAS
MY COMM. tWo 47.1�• �17
FWS Realty Ltd,
Amendment No. I to CSC No. 42807
Fort Worth Spinks Airport
Page 4 of 4
i ii ..A i i, in.ui i o. in.. ,ni. I i, nln a .. MIL!
SCA,r 1 130•
Sar7ey Plat
Exhibit "A" Being 0.4.3 acres of land, said tract being a portion of
Block 3,
FORT WORTH SPINKS AIRPORT,
a32 Addition to the City of Fort Ifortb, Tarrant County,
Texas, according to the Plat thereof recorded in Cabinet
A, Slide 353, Plat Records, Tarrant County, Texas.
Ecdal De,ar:yff.n
8c:ng O..J oc a of I.nd ,Ifwfcd in fM SARA CRAP SVR\2'!: A ,mat No. -
S.SC City of FaR Wvrfh. Tormnf County. I rn, av:d tmef D.inO a portion
of flloeY J. FORT WORTH 5PINKS AIRPORT. an Addition to fh, CRY or Fad
Worth, 7 rmnl Counly. T.,m, aceaN:nq In In. ,Ra, ln.ml rxaan,.d :a
Cobin.t A SI.da J53. %I RaCortp. 7armnf Courtly, TcaoI and Deng =ta
-
Fartic.ICNy d a";bcd Dy m.Na and Daanda a1 f.dd.(bcMV r,1.r.nwd
I. NO$ Manonrnf FWS D w w aanotnefc, art as loch r:
Norfhilr9.6a9OT14.73: Emf g-233.148.73. Coare of.,
... grid North T .., G—I Zon. (4202).
COMMENCING / laid NGS Mont ,aj FWS 0:
THENCE N 10.5132" E JO ..TO f,.f la a S- %.n found tar fh. FON? OF I -
&EGINNNC:
THENCE N 00S5'08" W. 85.00 1.0 to bw 1.f.' i raaou+0a rta u„r
THENCE N 89.0r92" E. 220.00 J,,at le a j' ',on a,f:
THENCE S 00'SS'08" E. 85.00 tact to a 5' iron ! nd.• I 0 a oo /arm -
THENCE S 89'04'62' W. 220.00 fact to Inc p Nr OF 8CONNINC and
contain%n0 O.0 ac/s (18.700 a0.— AW) of tand. ,wua arnt' CCC/// ? k'n\ • 0.B"' "'c
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CITY SECRETARY CONTRACT NO. o t 0.1- 0
AMENDMENT NO.2 TO CSC NO. 42807,
FORT WORTH SPMCS AIRPORT
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
LEASE SITE NW-3
This AMENDMENT NO.2 ("Amendment") is made and entered into by and between the
CITY OF FORT WORTH ("Lessor"), a home rule municipal corporation organized under the
laws of the State of Texas and acting by and through Fernando Costa, its duly authorized Assistant
City Manager, and FWS REALTY, LTD. ("Lessee"), a limited liability partnership, acting by and
through its General Partner, Harrison Realty Investments, LLC, acting by and through its President,
Haydn Cutler, Jr.
RECITALS
WHEREAS, on or about January 19, 2012, Lessor and Lessee entered into City Secretary
Contract ("CSC") No. 42807, a ground lease agreement with mandatory improvements for 17,600
square feet of ground space known as Lease Site NW-3 ("Leased Premises"), at Spinks Airport
("Airport"). CSC No. 42807 shall hereinafter be referred to as the "Lease";
WHEREAS, on or about July 24, 2012, Lessor and Lessee entered into CSC No. 42807-
A1, to increase the northern boundary of the Leased Premises due to a grade change in elevation
which will allow for the adequate placement of the hangar building ("Mandatory
Improvements"). With the increase, the Leased Premises consists of a total of 18,700 square feet
of ground space; and
WHEREAS, in order for the adequate extension of water and sewer lines to be brought to
the Leased Premises from the main water line, the Lessee has requested to add a second tract of
ground space to allow for the incorporation of this extension; and
WHEREAS, Lessor and Lessee now wish to amend the Lease to reflect the original Leased
Premises of 18,700 square feet of ground space to be known as "Tract 111, and the addition of a
second tract of ground space consisting of 797 square feet to be known as "Tract 2"; and
WHEREAS, Lessee has agreed to convey surface rights to a portion of Tract 2 that crosses
over an access road to the Air Traffic Control Tower ("ATCT"), and has further agreed to not
restrict vehicle or pedestrian ingress and egress to the ATCT.
NOW THEREFORE, in consideration of the mutual covenants, promises and obligations
contained herein, Lessor and Lessee herby agree as follows:
FWS Realty Ltd.
Amendment No. 2 to CSC No. 42807
Fort Worth Spinks Airport
Page] of 5
11-15-12 A'10:32 IN
1.
Section 1. PROPERTY LEASED shall be deleted in its entirety and replaced with the
following:
Lessor hereby demises to Lessee, and Lessee hereby demises from Lessor, in
accordance with the terms and conditions contained herein, two tracts of land
consisting of approximately 19,497 square feet known as Lease Site NW-3, at
Spinks Airport, as depicted on Exhibit "A" attached hereto ("Premises").
2.
Section 3. RENT is hereby amended to read as follows:
3.1.3 Rates
Commencing on the date the first certificate of occupancy is issued for a
hangar constructed on Lease Site NW-3 pursuant to Section 4.1 of this Lease
(the "Occupancy Date") and continuing through September 30, 2012,
Lessee promises and agrees to pay Lessor, as annual rent for Lease Site NW-
3, the lesser of (i) $0.27 per square foot, for a total of $5,264.19, payable in
monthly installments of $438.68, or (ii) the rent amount per square foot of
the "Schedule of Rates and Charges" as promulgated by the Lessor for
Spinks.
3.
Section 5. Use of Premises is hereby amended to read as follows:
Lessee hereby agrees to use the Premises solely for aviation -related purposes and
strictly in accordance with the terms and conditions of this Lease. Lessee hereby
covenants and agrees that it will not restrict aircraft, vehicle or pedestrian ingress or
egress to the Air Traffic Control Tower. Lessee shall have the right to sublease
portions of the Premises, including individual hangars constructed as Mandatory
Improvements, to various third parties ("Sublessees") for aviation -related
purposes under terms and conditions acceptable to and determined by Lessee,
provided that all such arrangements shall be in writing. All written agreements
executed between Lessee and any Sublessees for any portion of the Premises shall
contain terms and conditions that (i) do not conflict with Lessee's duties and
obligations under this Lease; (ii) incorporate the terms and provisions of this
Lease; (iii) restrict the use of the subleased portion of the Premises to aircraft
storage or other aviation or aviation -related purposes acceptable to Lessor; and
(iv) treat users of the same or substantially similar facilities in a fair and non-
discriminatory manner. Lessee shall use a standard sublease form for all
Sublessees and shall submit a copy of such standard lease form, not including
rental rates, to the Director prior to Lessee's execution of its first sublease and
FWS Realty Ltd.
Amendment No. 2 to CSC No. 42807
Fort Worth Spinks Airport
Page 2 of 5
from time to time thereafter following any material changes to such sublease
form. Lessee shall make the rental rates for any sublease available for review by
Lessor, and shall verbally inform Lessor of such rental rates upon request.
Additionally, Lessee agrees to provide to Lessor in a timely manner any
documentation necessary to respond to any and all requests submitted to Lessor
by the Federal Aviation Administration. Lessee may make nonmaterial
modifications to its standard sublease to the extent that such are not contrary to
Lessor's Sponsor's Assurances (as same currently exist or as same may be
amended from time to time). Lessor shall protect Lessee's financial information to
the extent allowed by federal, state and local laws and regulations.
4.
All other provisions and conditions of the Lease that are not expressly amended herein or
directly in conflict with the provisions and conditions of this Amendment shall remain in full force
and effect.
[Signature Pages Immediately Follow]
FWS Realty Ltd.
Amendment No. 2 to CSC No. 42807
Fort Worth Spinks Airport
Page 3 of5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples
on this the day of /`/ t 2Q.1� , 2012.
CITY OF FORT WORTH:
By: C.rv�---•
Fernando Costa
Assistant City Manager
Date:
STATE OF TEXAS §
COUNTY OF TARRANT §
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Fernando Costa, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the
City of Fort Worth and that he executed the same as the act of the City of Fort Worth for the
purposes and consideration therein expressed and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this 9� day
2012,
'FY rY '• EVONIA DANIEL$
MY COMMISSION EXPIRES
July 10, 2013
APPROVED AS TO FORM
AND LEGALITY:
By: (_),
Charlene San ers
Assistant City Attorney
M&C:
Approved: IO ) Z
FWS Realty Ltd.
Amendment No. 2 to CSC No.42807
Fort Worth Spinks Airport
Page 4 of 5
Lary Public in and for tie State of Texas
ATTEST:
By:.
Maly J. Kayser
City Secretary
FWS REALTY, LTD by
Harrison Realty Investments, LLC
Its General Partner
By:
Haydn u er, Jr.
President
Date: I (_ � — I �---
STATE OF TEXAS §
COUNTY OF §
ATTEST:
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Haydn Cutler, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FWS
Realty, Ltd. and that he executed the same as the act of FWS Realty, Ltd. for the purposes and
consideration therein expressed and in the capacity therein stated.
n IVEN UNDER MY HAND AND SEAL OF OFFICE this (0�1 day
I\jbVEm3�2 ,2011,
Notary Attblic in and for the S e of Texas
.............. _................... ....m,=0m,
�,uaYPt RITA SINGLETON
NOTARY PUBLIC
STATE OF TEXAS
MY COMM, EXR 19-15.2012
FWS Realty Ltd.
Amendment No. 2 to CSC No. 42807
Fort Worth Spinks Airport
Page 5 of 5
SGtr
Exhibit "A" Survey Plat
Being 0.447 acre of lead, in two tracts, said tracts being
a portion of Block 3,
FORT TORTH SPANKS AMPORT,
an Addition to the City of Fort Nortb, Tarrant County,
Texas, according to the Plat thereof recorded in Cabinet
A, Slide 353, Plat Records, Tarrant County, Texas.
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AMENDMENT NO.3
CITY SECRETARY CONTRACT NO. 42807
FORT WORTH SPINKS AIRPORT
GROUND LEASE AGREEMENT
WITH MANDATORY IMPROVEMENTS
This AMENDMENT NO.3 ("Amendment") is made and entered into by and between the CITY
OF FORT WORTH ("Lessor"), a Texas home rule municipal corporation acting by and through Valerie
Washington, its duly authorized Assistant City Manager, and FWS REALTY, LTD. ("Lessee"), a limited
liability partnership, acting through its General Partner, Harrison Realty Investments, LLC, a Texas
limited liability company, acting by and through John Cockerham, its duly authorized President.
RECITALS
WHEREAS, On or about January 19, 2012, through Mayor and Council Communication (M&C)
C-25389, Lessor and Lessee entered into City Secretary Contract ("CSC") No. 42807 ("Lease"), a thirty-
year ground lease agreement for 17,600 square feet of ground space located at 13309 Wing Way, Burleson,
Texas 76028 known as Lease Site NW3 ("Leased Premises"), at Fort Worth Spinks Airport ("Airport").
WHEREAS, the Lease required Mandatory Improvements of a 14,000 square foot hangar and
offices;
WHEREAS, the Lessor and Lessee entered into CSC 42803, a Construction Loan Agreement, to
facilitate the Mandatory Improvements and promote development at Spinks Airport;
WHEREAS, the Lease provided Lessee with a Right of First Refusal for 31,327 square feet of
unimproved ground space known as ROFR Tract;
WHEREAS, the lease term of the Lease, to include the ROFR Tract, expires on September 1, 2041
with two (2) options to renew for five (5) years each;
WHEREAS, on July 27, 2012, Lessor and Lessee entered into CSC 42807 A-1, Amendment
No. 1 to the Lease to expand the ground space from 17,600 square feet to 18,700 square feet due to a
grade change in elevation on the northern boundary of the Leased Premises to provide adequate space
for placement of the hangar building;
WHEREAS, on November 15, 2012, Lessor and Lessee entered into CSC 42807 A-2,
Amendment No. 2 to the Lease to expand the ground space to include 797 square feet, ("Tract 2"),
which increased the Leased Premises from 18,700 square feet to 19,497 square feet to provide adequate
space to extend water and sewer lines. Lessee also agreed to convey surface rights to a portion of Tract
2 that crosses over an access road to the Air Traffic Control Tower ("ATCT") and not to restrict vehicle
or pedestrian ingress and egress;
Fort Worth Spinks Airport
FWS REALTY LTD / Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page Iof6
WHEREAS, the Lessee has informed Lessor of its intention to submit payment in full of
remaining balance of the Construction Loan and assign the Lease to a third -party subject to City Council
approval;
WHEREAS, Lessor and Lessee currently desire to revise CSC 42807 concerning the ROFR
Tract specified in Exhibit B-1 and the reference to"`other improvements" in section 14.6;
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, Lessor and Lessee hereby agree as follows:
1.
The Agreement is hereby amended by deleting the existing Exhibit 13-1 in its entirety and replacing it
with the attached Exhibit B-1.
2.
The Agreement is hereby amended by deleting Section 14.6 in its entirety and replacing it with the
following:
If this Lease is terminated for any reason other than a default by Lessee before the
expiration of the Initial Term, and subject to Lessor's City Council approving such action
and appropriating funds to cover any matters related to this provision, Lessor shall be
obligated to compensate Lessee for Lessee's financial investments in the improvements
made on the Premises. Specifically, as an example related to Mandatory Improvements,
if the capital costs for the Mandatory Improvements is One Million Dollars ($1,000,000)
and Lessee contributes Seven Hundred Thousand Dollars ($700,000), then upon
Termination of this Lease, and subject to Lessor's City Council approving such action
and appropriating funds to cover any matters related to this provision, Lessor shall be
obligated and will pay to Lessee Seventy Percent (70%) of the Fair Market Value as
determined by an appraiser chosen for this purpose by Lessor and Lessee of the
Mandatory Improvements as of the date of the Termination.
Insofar as Discretionary Improvements are made to the Premises solely by Lessee, and
subject to Lessor's City Council approving such action and appropriating funds to cover
any matters related to this provision, Lessor shall, upon Termination of this Lease be
obligated and will pay to Lessee One Hundred Percent (100%) of the Fair Market Value
as determined by an appraiser chosen for this purpose by Lessor and Lessee, of the said
Discretionary Improvements. Notwithstanding any other portions of this Section 14.6,
all of Lessor's obligations under this provision for which current revenue is not available
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 2 of 6
will be contingent on Lessor's City Council appropriating funding.
3.
The statements set forth in the recitals above are true and correct and form the basis upon which Lessor and
Lessee have entered into this Agreement. The Lease is a public document on file in Lessor's City
Secretary's Office and is incorporated herein by reference for all purposes.
4.
All other provisions, terms, and conditions of the Lease that are not expressly amended herein or directly
in conflict with the provisions and conditions of this Amendment shall remain in full force and effect.
[Signatures on Following Pages]
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 3 of 6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples on
this the oi�'day of 4 u q u ��'f- , 2024.
-
CITY OF FORT WORTH:
By:IICJ
erie Washington
Assistant City Manager
Date: t(tiXjul
STATE OF TEXAS §
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared Valerie Washington, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of the City
of Fort Worth and that he executed the same as the act of the City of Fort Worth for the purposes
and consideration therein expressed and in the capacity therein stated.
HAND AND SEAL OF OFFICE this __,�22yt day
UU N D A A �i.. , 2024.
9A A ��
Texas i,��iQ%%13j2p2`,```````�.
APPROVED AS TO FORM
AND LEGALITY:
By:
Jeremy Anato-Mensah
Assistant City Attorney
M&C: 24-0669
Approval Date: 08.13.2024
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 4 of 6
&'k fiu�oo"'
Notary Public in and for e to of
ATTEST:
By.
Jannette S. Goodall
City Secretary
Form 1295: 2024-1192119
KG
1 KC
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this contract, including ensuring all performance and reporting requirements.
da�.6a�.a. �eec�uxii
Barbara Goodwin
Real Property Manager
DIRECTOR APRROVAL:
Roger V jn,
Aviation D
[Signatures on Following Pages]
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 5 of 8
LESSEE:
FWS REALTY, LTD
acting through its General Partner, Harrison Realty Investments, LLC
By:
Joh Cockerham
Presidentf I I'
Date: a?"19 7"
STATE OF TEXAS
COUNTY OF TARRANT
BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on
this day personally appeared John Cockerham, known to me to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was the act of FWS
REALTY, LTD, acting through its General Partner, Harrison Realty Investments, LLC and that
he executed the same as the act of FWS REALTY, LTD, acting through its General Partner,
Harrison Realty Investments, LLC for the purposes and consideration therein expressed and, in the
capacity, therein stated.
1 GIVEN UNDER MY HAND AND SEAL OF OFFICE this day
2024.
Notary ublic �inand for the State of Texas
a11"'1/', LINDSAY EVANS
c=o��P`ec;_Notary Public, State of Texas
?N� *`,, Comm. Expires 08-16.2028
Notary ID 10607364
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 6 of 8
Exhibit "B-1"
ROFR TRACT - Right of First Refusal
Section 1
Due to the nature of Lessee's use of the Leased Premises for the purpose of a Fixed Base
Operator (FBO), and the location ofthe Leased Premises with respect of Lessee's other Leased
Premises', Lessor and Lessee have agreed that until May 31, 2029 (the "ROFR Expiration
Date"), Lessee shall have a right of first refusal (the "ROFR") to lease (i) ROFR Tract 1,
approximately 41,074 square feet of ground space ("ROFR Tract 1"), and/or (ii) ROFR Tract
2, approximately 51,281 square feet of ground space ("ROFR Tract 2") as shown on Exhibit
A-1 and subject to the below conditions. In consideration for such ROFR, Lessee shall pay
Lessor one cent ($0.01) per square foot as follows:
ROFR Tract 1, that amount being $410.74 annually, paid in monthly installments of
$34.23; and
ROFR Tract 2, that amount being $512.81 annually, paid in monthly installments of
$42.74.
Such amounts will not be subject to CPI increases throughout the 5-year period in which the
ROFR is in effect.
Section 2
If an interested party submits proposal via a letter of intent, or similar writing, for ROFR Tract
1 or ROFR Tract 2 (in each case, a "Proposal"), Lessor shall provide to Lessee written notice
(the "ROFR Notice") of such Proposal within three (3) business days. Lessee will have thirty
(30) business days following receipt of the ROFR Notice (the "Lessee Response Deadline")
to provide a written notice to Lessor of its intent to execute a separate lease for ROFR Tract 1
or ROFR Tract 2 (as applicable), meeting or exceeding the specifications in the Proposal (the
"Lessee Response"). Following delivery of the Lessee Response, Lessor will provide Lessee
with a proposed lease on Lessor's then current lease form (the "Proposed Lease") within
thirty (30) business days (the "Proposed Lease Delivery Deadline"). After expressing its
written intent to exercise the Right, Lessee shall have 60 days to enter into the Proposed Lease
for the use of 13351 Wing Way, ROFR Tract 1 or ROFR Tract 2, or both, with Lessor
notwithstanding any delays on part of Lessor caused by Lessor obtaining all necessary
approvals for the Proposed Lease.
Section 3
The Proposed Lease may require improvements that meet or exceed the monetary value and
the physical specifications outlined in the Proposal, but in no event less than the requirements
for each tract as follows:
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 7 of 8
ROFR Tract 1 - a minimum 23,895 square foot hangar with adequate associated apron and
parking; and
ROFR Tract 2 - a minimum 18,225 square foot hangar and a 4,000 square foot office building
with adequate associated apron and parking.
Section 4
ROFR Tract 1 and ROFR Tract 2 developments will be in accordance with the Aviation
Development Guide and Minimum Standards, all to be agreed upon by the parties at the time
of execution of the Proposed Lease, with such mandatory improvements to begin within the
normal timeframes laid out in the Lessor's Leasing Policy. If any of the following conditions
occur: (i) the lapse of the ROFR Expiration Date with no receipt by Lessee of a Proposal; (ii)
failure of the Lessee to provide the Lessee Response by the Lessee Response Deadline; or (iii)
Lessee's failure to execute the Proposed Lease within sixty (60) days following delivery of
the Proposed Lease to Lessee (the "Lease Execution Deadline") notwithstanding any delays
as mentioned in section 2, then this ROFR shall expire and become null and void for the
remainder of this Lease. The foregoing notwithstanding, the Lease Execution Deadline may
be extended in thirty (30) day increments as mutually agreed upon by the Lessor and Lessee.
For the avoidance of doubt, the ROFR shall remain in full and effect for any portion of ROFR
Tract 1 and/or ROFR Tract 2 that is either not included in the Proposal and/or is not included
in the Proposed Lease.
Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 8 of 8
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Fort Worth Spinks Airport
FWS REALTY LTD/ Harrison Realty Investments LLC
Amendment No. 3 to CSC No. 42807
Page 9 of 8
M&C Review Page 1 of 3
Official site of the City of Fort Worth, Texas
CITY COUNCIL AGENDA FORT i�
Create New From This M&C
REFERENCE **M&C 24- 55FWS CONSENT TO
DATE: 8/13/2024 NO.: 0669 LOG NAME: ASSIGN BY FWS REALTY TO
FWS FBO, LSE STE NW3
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (CD 8) Authorize Execution of Amendment No. 3 to City Secretary Contract No. 42807, a
Ground Lease Agreement Known as Lease Site NW3 with FWS Realty, LTD at Fort Worth
Spinks Airport, a Consent to Assignment by FWS Realty, LTD to FWS Hangar LLC and
FWS FBO LLC, and a Consent to Leasehold Deed of Trust with FWS Hangar LLC and
FWS FBO LLC and Signature Bank to Facilitate the Purchase of the Leasehold Interest in
NW3
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of Amendment No. 3 to City Secretary Contract No. 42807, a ground
lease agreement known as Lease Site NW3 with FWS Realty, LTD at Fort Worth Spinks
Airport;
2. Authorize execution of a consent to assignment of a ground lease agreement for Lease Site
NW3 by FWS Realty, LTD to FWS Hangar LLC and FWS FBO, LLC; and
3. Authorize execution of a consent to leasehold deed of trust with FWS Hangar LLC and FWS
FBO LLC and Signature Bank for a ground lease agreement for Lease Site NW3, to facilitate
the purchase of the leasehold interest.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to recommend that the City Council
authorize the following actions:
1. Execute Amendment No. 3 to City Secretary Contract (CSC) No. 42807, a ground lease
agreement known as Lease Site NW3, with FWS Realty LTD, a limited liability partnership,
acting through its General Partner, Harrison Realty Investments, LLC (FWS Realty) at Fort
Worth Spinks Airport.
2. Execute a consent to assignment for CSC No. 42807 from FWS Realty to FWS Hangar LLC
(FWS Hangar) and FWS FBO LLC (FWS FBO).
3. Execute a consent to leasehold deed of trust with FWS Hangar LLC, FWS FBO LLC
(collectively, Assignees), and Signature Bank to facilitate the purchase of the leasehold
interest in Lease Site NW3.
On January 10, 2012, through M&C C-25389, City Council authorized the City of Fort Worth (City) to
execute a ground lease agreement for Lease Site NW3 located at Fort Worth Spinks Airport (Airport)
(Agreement) under CSC No. 42807 with FWS Realty. The leased premises consist of 17,600 square
feet of ground space. In addition, the Agreement includes a Right of First Refusal (ROFR Tract) for
31,327 square feet of unimproved ground space. The initial term of the Agreement commenced on
January 19, 2012 and expires at 11:59 PM on September 30, 2041, with two (2) options to renew for
five (5) years each. On July 24, 2012, through M&C C-25757, City Council authorized the City to enter
into CSC 42807 A-1, Amendment No. 1 to expand the ground space from 17,600 square feet to
18,700 square feet to support development. On October 23, 2012, through M&C C-25941, City
http://apps.cfwnet.org/eouncil_packet/mc_review.asp?ID=32375&councildate=8/13/2024 8/12/2024
M&C Review
Page 2 of 3
Council authorized the City to enter into CSC 42807 A-2, Amendment No. 2, to expand the ground
space to include 797 square feet (Tract 2), which increased the Leased Premises from 18,700 square
feet to 19,497 square feet to provide adequate space to extend water and sewer lines. Lessee also
agreed to convey surface rights to a portion of Tract 2 that crosses over an access road to the Air
Traffic Control Tower (ATCT) and not to restrict vehicle or pedestrian ingress and egress.
The City and FWS Realty wish to amend Section 14.7 (Lessor's Financial Obligations to Lessee upon
Termination, Breach or Default) to better define the types of improvements that qualify as capital costs
due to the possible financial obligation of the City to compensate FWS Realty for financial investments
in discretionary improvements if the Agreement is terminated, of which the fair market value as of the
date of termination will be determined by a third -party appraiser. These obligations are contingent
upon City Council approving such action and appropriating funds. They seek to also amend Exhibit B,
the ROFR Tract, to expand the ground space to Tract 1, 40,950 square feet of unimproved ground
space and Tract 2, 51,405 square feet of ground space. If exercised in accordance with the
Agreement, ROFR Tract 1 and ROFR Tract 2 developments will be in compliance with the Aviation
Leasing Policy, Aviation Development Guide and Minimum Standards, all to be agreed upon by the
parties, and subject to City Council approval.
On September 19, 2023, staff received a request from FWS Realty to consent to an assignment of the
Agreement to Assignees. Upon City Council approval, Assignees will assume the leasehold interest
and obligations under the Agreement. The Agreement prohibits any assignment of the Agreement or
causing any lien to be made on improvements constructed on the leased premises without City
Council approval. These types of transactions are routine for airport tenants and staff has no objection
to this request.
Under the current Agreement, FWS Realty remits to the City $6,967.62 annually, paid in monthly
installments of $580.64. Rates are in accordance with the Aviation Department's current Schedule of
Rates and Charges. Rental rates shall be subject to an increase on October 1 st of any given year
based on the upward percentage change in the Consumer Price Index for the Dallas -Fort Worth
Metropolitan area. At no time will the adjusted rate exceed the rate that is current in the Schedule of
Rates and Charges.
The Consent to Leasehold Deed of Trust will grant Assignees' lender, Signature Bank, the right to
operate as Lessee or secure another tenant, subject to the previous lien, if Assignees defaults on the
loan or the Agreement with the City of Fort Worth, provided City Council has approved the
replacement tenant. The lease agreement prohibits Assignees from assigning the lease or causing a
lien to be made on improvements constructed on the leased premises without City Council approval.
This type of transaction is routine for airport tenants and staff has no. objection to Assignees' request.
Fort Worth Spinks Airport is located in COUNCIL DISTRICT 8.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendations and execution of
the lease, funds will be deposited into the Municipal Airport Fund. The Aviation Department (and
Financial Management Services) is responsible for the collection and deposit of funds due to the City.
TO
Fund Department Account Project Program Activity Budget I Reference # Amount
ID ID I Year I (Chartfield 2)
FROM
Fund I Department Account Project
ID ID
Submitted for Citv Manager's Office bv:
Oriciinatinq Department Head:
Program Activity I Budget Reference #
Year (Chartfield 2)
Valerie Washington (6199)
Roger Venables (5402)
Amount
http://apps.cfwnet.org/council_packet/inc_review.asp?ID=32375&councildate=8/13/2024 8/12/2024
M&C Review
Page 3 of 3
Additional Information Contact: Ricardo Barcelo (5403)
ATTACHMENTS
1295 v2 Signature Bank.ndf (CFW Internal)
2024-Form 1295 FWS Realtu)df (CFW Internal)
FID TABLE.xlsx (CFW Internal)
Form 1295 Certificate 101114740 - iw signed 10-25-23.pdf (CFW Internal)
Location Map NW3.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=32375&councildate=8/13/2O24 8/12/2024
LEGAL DESCRIPTION EXHIBIT
(13309 WING WAY)
BEING a 0.3805 acre (16,576 square foot) tract of land situated in the Sarah Gray Survey, Abstract
No. 558, City of Fort Worth, Tarrant County, Texas; said tract being a portion of Block 3, Fort Worth
Spinks Airport, an addition to the City of Fort Worth according to the plat recorded in Cabinet A,
Slide 353, Plat Records, Tarrant County, Texas; said tract being more particularly described as
follows:
BEGINNING at a point for corner, from which a 1/2" iron rod found with a cap stamped
"TOPOGRAPHIC" bears South 25042'22" West, a distance of 824.43 feet, said iron rod being the
southwest corner of Block 3-A of said Fort Worth Spinks Airport;
THENCE North 00045'02" West, a distance of 78.86 feet to a point for corner;
THENCE North 89014'08" East, a distance of 210.28 feet to a point for corner;
THENCE South 00044'32" East, a distance of 78.80 feet to a point for corner, from which the
southeast corner of said Block 3 and the northeast corner of Lot 1, Block 1 of said Fort Worth
Spinks Airport bears South 01013'01" East, a distance of 857.19 feet;
THENCE South 89013'16" West, a distance of 210.27 feet to the POINT OF BEGINNING and
containing 16,576 square feet or 0.3805 acres of land, more or less.